Document

DEF 14A 1 atexfy2024proxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

Anterix Inc.

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

3 Garret Mountain Plaza, Suite 401

Woodland Park NJ 07424


Dear Stockholders

Anterix’s performance throughout Fiscal 2024 and to date in Fiscal 2025 reinforces how we are successfully executing our vision to deliver secure, scalable solutions for the benefit of utilities and the communities that they serve, enabled by private wireless broadband connectivity. We are showing notable progress on our pathway to achieving this deeply meaningful mission as we collaborate with the utility industry to empower enhanced communications capabilities for a modern grid.

By providing utilities with a new digital foundation, Anterix and our collaborators are harnessing private wireless broadband networks to give the industry secure and flexible connectivity enabling a safer, cleaner, more resilient, more secure energy future.

The growing suite of use cases for utilities’ private wireless broadband networks, from integrating distributed energy resources to enhancing cybersecurity, preventing wildfires, and more, is helping to drive the expansion of our customer base and broader ecosystem. During Fiscal 2024, we entered into a $30-million spectrum sale agreement with the Lower Colorado River Authority and a $34.5 million spectrum lease agreement with Tampa Electric Company. Subsequently, in the first quarter of Fiscal 2025, we were pleased to sign our largest spectrum transaction to date, a $102.5 million spectrum sale agreement with Oncor Electric Delivery Company. Collectively, the seven pioneering utilities who are deploying networks using Anterix’s 900 MHz broadband spectrum cover nearly half a million square miles in 15 states.

The 900 MHz private wireless broadband solution is being woven into the foundational fabric of our nation’s electric grid, yet we have set out to build more than a spectrum company. We are executing on our vision to help solve the utility sector’s critical challenges via solutions offered by broadband connectivity. With our current and potential utility customers forming the executive leadership of our Utility Strategic Advisory Board ("USAB"), the innovative technology companies in our Anterix Active Ecosystem ("AAE"), and the ongoing collaborative work with the U.S. Department of Energy ("DOE") and their National Labs, we are collectively driving a foundational evolution of our nation’s electric grid.

The USAB is engaged in providing Anterix with insights, prioritization of critical use cases, identifying new requirements and coordination that are driving industry-wide actionable recommendations, like those provided for in a white paper released in February 2024 by leading energy research and development organization, EPRI. This study endorses the strategy of advancing resilient clean energy and enhancing cybersecurity based on a foundation of grid connectivity.

Additionally, Anterix was invited to participate in two DOE-funded cybersecurity research projects. The first—the Assessment of Communication Architectures for Energy Systems, or ACAES—is a broad alliance among energy industry leaders supporting DOE’s national laboratories' efforts to spur the modernization of the energy grid. Second, we announced our collaboration with EPRI, George Mason University, Southern Company, and Virginia Tech in a project—Secure Telecommunications Architecture for Trusted and Resilient Electric Communications, or STAR TREC—that will identify and develop cybersecurity technologies to help reduce risks to critical energy infrastructure.

In Fiscal 2024, we also secured enhancements to the U.S. 900 MHz broadband spectrum for the benefit of all our utility customers by successfully leading and completing initiatives with 3GPP, including the designation of a new Band 106 and n106 for long-term evolution, or LTE, and 5G, respectively.


ANTERIX INC.						2024 PROXY STATEMENT 1

As future demand continues to grow for wide-area, private, and secure wireless broadband networks, additional spectrum will become vital. In anticipation of this increased demand, Anterix joined a broad industry group of utilities and trade associations in petitioning the Federal Communications Commission ("FCC") to modify the 900 MHz rules to provide the flexibility to grow the broadband segment from 3 MHz x 3 MHz to 5 MHz x 5 MHz where our utility customers desire. While the current rules created the environment that enabled the successes the industry has reaped to date, expansion to 5 x 5 MHz broadband, if adopted, will ensure that as utility use cases continue to evolve, they will have a path toward additional capacity, if necessary. While we cannot provide any assurance that the FCC will adopt this proposal, and we anticipate a multi-year process, we believe this effort is commensurate with the value it represents to the utility and enterprise sectors, Anterix, and the marketplace.

Our company’s financial results also demonstrate progress and momentum. In Fiscal 2024, we received $106.5 million of contracted cash proceeds from our customers, and we returned $24.7 million of capital to our stockholders—even as we announced a three-year plan to buy back up to $250 million of our stock. In addition to cash collected, we currently have more than $180 million of contracted proceeds to be paid in the coming years. From Fiscal 2023 to Fiscal 2024, we also added two extraordinary strategic leaders—Jeff Altman and Tom Kuhn—to our Board of Directors.

The Anterix team is continuing to shape the evolution of utility connectivity and solutions as we enter Fiscal 2025. We are responding to opportunities that we see to meet utility customers’ expanded needs in innovative ways as we continue to collaborate with AAE members to pursue the development of pioneering, outcomes-driven products and solutions that leverage 900 MHz. We are actively evaluating opportunities within the product and solutions space, as we believe we can produce complementary value across the industry for utilities, Ecosystem members, and our stockholders.

The future of utility broadband is now, and Anterix is at the heart of it. Our success in Fiscal 2024 and already into Fiscal 2025 highlights the demand for the benefits and solutions that Anterix unlocks for utilities and the customers they serve, integrated with the grid they manage, and will help to secure our position as a trusted partner to the entire energy ecosystem.

Sincerely,


Morgan E. O'Brien Executive Chair			Robert E. Schwartz President and Chief Executive Officer

On or about July 2, 2024, we began sending this Proxy Statement, the attached Notice of Annual Meeting of Stockholders, and the enclosed proxy card to all stockholders entitled to vote at the 2024 Annual Meeting. Although not part of this Proxy Statement, we are also sending, along with this Proxy Statement, our 2024 annual report on Form 10-K, which includes our financial statements for the fiscal year ended March 31, 2024.


2 2024 PROXY STATEMENT						ANTERIX INC.

Dear Stockholders

Notice of 2024

Annual Meeting

of Stockholders

of Anterix Inc.

You are invited to attend the Anterix Inc. 2024 Annual Meeting of Stockholders, which will be held on August 6, 2024, at 9:30 AM Eastern Daylight Time. The Annual Meeting will be held virtually by webcast at www.virtualshareholdermeeting.com/atex2024.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement:

DATE

August 6, 2024

TIME

9:30 AM Eastern

Daylight Time

MEETING WEB ADDRESS

www.virtualshareholdermeeting.com/atex2024

RECORD DATE

June 11, 2024

To elect nine directors nominated by the Board of Directors to serve until the 2025 Annual Meeting of Stockholders.

To approve on an advisory basis the compensation of our named executive officers.

To approve Amendment No. 1 to the Anterix Inc. 2023 Stock Plan to increase the number of shares available for issuance under the plan and clarify certain vesting restriction provisions.

To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025.

To transact such other business properly brought before the meeting and at any adjournment or postponement thereof.

Whether you expect to attend the 2024 Annual Meeting, you are urged to read this Proxy Statement and vote or submit your proxy as soon as possible so that your shares can be voted at the 2024 Annual Meeting in accordance with your instructions. Telephone, mail, and internet voting are available. Please refer to the instructions in this Proxy Statement and on your proxy card for specific voting instructions. If you hold your shares through an account with a broker, bank, trustee, or other nominee, please follow the instructions you receive from them to vote your shares. Please refer to the section “Additional Information” in this Proxy Statement for detailed information on accessing the meeting, voting, and asking questions at the meeting.

By Order of the Board of Directors,

Gena L. Ashe

Chief Legal Officer and Corporate Secretary

Important notice regarding the availability of proxy materials for the 2024 Annual Meeting of Stockholders: This Proxy Statement for the 2024 Annual Meeting of Stockholders, our Annual Report to Stockholders on Form 10-K for the fiscal year ended March 31, 2024 (filed with the SEC on June 26, 2024) and the proxy card or voting instruction form are available on our investor website at investors.anterix.com.


ANTERIX INC.						2024 PROXY STATEMENT 3


Table of Contents


202 4 Proxy Statement Summary			5
About Anterix			6
Corporate Governance			7
Director Nominees			8
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			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	ü FOR each nominee	13
2	Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers	ü 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	ü FOR	64
4	Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025	ü FOR	75

Meeting Information



Date and Time August 6, 2024 \| 9:30 AM EDT	Virtual Meeting www.virtualshareholdermeeting.com/atex2024	Record Date June 11, 2024

If you need technical support to access the 2024 Annual Meeting, toll-free and international numbers are available on the website to assist you. Technical support will be available 15 minutes before the start time of the 2024 Annual Meeting and through the conclusion of the 2024 Annual Meeting.

How to Cast Your Vote

You have four different methods to vote your proxy. Please see the enclosed proxy card or voting instruction form for additional details regarding each voting method.


By Internet	By Telephone	By Mail	At the Meeting

Vote 24/7 www.proxyvote.com by 11:59 pm EDT, August 5, 2024	Dial toll-free 24/7 800-690-6903 by 11:59 pm EDT, August 5, 2024	Vote, sign and send the Proxy Card before the Annual Meeting	Vote at www.virtualshareholdermeeting.com/atex2024 during the Annual Meeting


ANTERIX INC.						2024 PROXY STATEMENT 5

About

Anterix Inc. (NASDAQ: ATEX) is the utility industry’s partner, empowering enhanced visibility, control and security for a modern grid. Our vision is to deliver secure, scalable solutions for the benefit of utilities and the communities they serve, enabled by private wireless broadband connectivity. As the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940 MHz) throughout the contiguous United States, plus Hawaii, Alaska, and Puerto Rico, we are uniquely positioned to deliver solutions that support secure, resilient and customer-controlled operations. We are focused on commercializing our spectrum assets and expanding the benefits and solutions we offer to enable our targeted utility and critical infrastructure customers to deploy private broadband networks.

Business Overview—Fiscal 2024

›Delivered positive free cash flow during Fiscal 2024 primarily due to $106.5 million received in contracted proceeds.

›Entered a $30.0-million spectrum sale agreement with the Lower Colorado River Authority.

›Entered a $34.5-million spectrum lease agreement with the Tampa Electric Company.

›Repurchased 735,646 shares of our stock to return a total of $24.7 million in capital to our stockholders.

›Successfully led and completed initiatives in 3GPP to secure enhancements to the U.S. 900 MHz broadband spectrum to benefit our customers, including the designation of a new Band 106 and n106, for LTE and 5G, respectively.

›Petitioned the FCC to expand the current paired 3 x 3 MHz broadband segment to a paired 5 x 5 MHz broadband segment within the 900 MHz band.

›Exchanged narrowband for broadband licenses in 28 counties.


6 2024 PROXY STATEMENT						ANTERIX INC.

Corporate Governance Highlights

Our corporate governance framework is a critical factor in our continued success. It helps us to enhance accountability, protect stockholder interests, promote ethical conduct, improve decision-making, enhance corporate performance, and maintain investor confidence.

As reflected below, our Board has adopted strong governance structures and practices to enhance our independent oversight, effectiveness, and accountability to stockholders. Our corporate governance highlights are summarized below, followed by an in-depth description in the "Corporate Governance" section of this Proxy Statement. You can also access key governing documents such as our Code of Business Conduct, Corporate Governance Guidelines, and charters of each committee of the Board of Directors ("Board") at www.anterix.com in the “Investors” section.

Strong Governance Practices


Annual Election of Directors	Executive Succession Planning	Board Oversight of Human Capital Management, Corporate Culture, Ethics
Board Oversight of ESG	Anti-hedging and Anti-pledging Policies
		Stock Ownership Requirements for Directors and Executive Officers
Enterprise Risk Management	Annual Advisory Vote on 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

Race/Ethnicity

Independence

¢ Female

¢ Male

¢ African American

¢ White/Caucasian

¢ 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


CEO/President	Telecom	Regulatory	Financial Acumen

lllllllll	lllllllll	lllllllll	lllllllll
Early Stage/Hyper Growth	Utilities	Prior Public Board	Technology

lllllllll	lllllllll	lllllllll	lllllllll
Governance	M&A	Risk

lllllllll	lllllllll	lllllllll


ANTERIX INC.						2024 PROXY STATEMENT 9

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

SEC Form DEF 14A filed by Anterix Inc.