ATN International Inc

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:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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ATN International, Inc.

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(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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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.

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ATN INTERNATIONAL, INC.

500 Cummings Center, Suite 2450

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD June 18, 2024

April 29, 2024​

Dear Stockholder:

You are cordially invited to attend our Annual Meeting of Stockholders to be held at the Company’s subsidiary office at 7801 Academy Road NE, Building 2, Suite 103, in Albuquerque, New Mexico 87109 on Tuesday, June 18, 2024 at 9:00 a.m. MT (the “Annual Meeting”). The Annual Meeting is scheduled to be held for the following purposes:

To elect eight directors to hold office until the next annual meeting of stockholders or until their respective successors are elected and qualified;

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To hold an advisory vote (known as a “Say on Pay” vote) on the compensation of our named executive officers;

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To ratify the selection of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2024; and

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To transact any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

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Stockholders of record at the close of business on April 22, 2024 are entitled to notice of, and to vote at, the Annual Meeting. During the ten days prior to the Annual Meeting, a list of such stockholders will be available for inspection during our ordinary business hours at our office at 500 Cummings Center, Suite 2450, Beverly MA 01915.

Whether or not you expect to attend the meeting, please submit your proxy via the Internet, telephone or mail to ensure that your shares are represented at the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please cast your vote via the Internet, telephone or mail to ensure that your shares are represented at the Annual Meeting. If you attend the meeting and vote in person, your proxy will not be used.

By order of the Board of Directors,

Mary M. Mabey

Secretary