CommScope Holding Company Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 25, 2024

Dear CommScope Stockholders,

Like all companies in our industry, CommScope faced significant global economic headwinds in 2023 and a very different economy from the one that delivered such big wins for us in 2022. Even so, we pivoted proactively to manage those factors that we can control, leaning on the strengths of our R&D pipeline, our innovation-driven culture, and of course, the dedicated people who build the solutions that connect the world.

In 2023, we aggressively used our cash generated to repurchase $217 million of the debt that has negatively impacted our share value and market capitalization, and we will continue to work toward improving our leverage in 2024. We believe this, combined with our outstanding R&D pipeline, exceptional talent and a leaner, more efficient company structure, will put CommScope in a commanding position to capitalize on the expected recovery.

Following the principles of our CommScope NEXT strategic transformation, it’s clear that getting to the next level will mean being excellent in ourgo-to-market strategy. It will mean committed sales teams helping our customers deliver world class connectivity and communication systems. It will mean continuing to control costs—and also investing in those innovations that will deliver long-term growth for the company, our customers and you, our shareholders. In 2023, this was reflected by our loss from continuing operations improving to $851.3 million and achieving Core Adjusted EBITDA of $1.02 billion.

Our core markets and industries demonstrate an ongoing unprecedented build in fiber to the home (FTTH) networks, and we remain well positioned to benefit frommid- and long-term technological changes that prioritize products made in America and will be supported by United States Federal funding programs expected to commence in late 2024. We continue to fund innovation and advancement and invest in our future. Much of this innovation is focused on enabling faster, smarter and more sustainable solutions that meet our customers’ current and future sustainability requirements, which aligns with our sustainability goals.

CommScope continued to demonstrate strong environmental stewardship in 2023, earning recognition from Newsweek, EcoVadis and Cabling Installation and Maintenance as well as being upgraded to ESG Prime status by ISS for our social and environmental performance. Finally, we demonstrated our commitment to our people through the Diversity & Inclusion Business Network, which empowers every employee to deliver their best—for the company, for the customer and for themselves.

On behalf of the entire Board, I thank you for your investment in CommScope. The values and priorities laid down in CommScope NEXT reflect those of the people who make this company work, whose commitment to building the networks of the future remains as strong as ever. As I have mentioned, we continue to manage what we can control and are confident we are well positioned to drive significant value for our stakeholders.

Sincerely,

Charles L. Treadway

President and Chief Executive Officer

3642 E. US Highway 70

Claremont, North Carolina 28610

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement and accompanying proxy (Proxy Statement) are being furnished to the stockholders of CommScope Holding Company, Inc., a Delaware corporation (Company or CommScope), in connection with the solicitation of proxies by the Board of Directors of the Company (Board or Board of Directors) for use at the Annual Meeting of Stockholders, and at any adjournment or postponement thereof (Annual Meeting), for the purposes set forth in this Notice of 2024 Annual Meeting of Stockholders.

Time and Date:1:00 p.m., Eastern Time, on Thursday, May 9, 2024.

Access to the Virtual Meeting: The meeting will be hosted at https://web.lumiagm.com/285972254. The meeting will begin promptly at 1:00 p.m., Eastern Time, and online access will open 15 minutes prior to allow time to login. Thelog-in password is: commscope2024. You will also need your voter control number, which, if you are a stockholder of record, you can find on your original proxy card or Notice of Internet Availability of Proxy Materials.

If you hold your shares in “street name” through an intermediary, such as a bank or broker, you must register in advance in order to ask questions or vote your shares at the Annual Meeting. In order to register, you must first obtain proof of your proxy power (legal proxy) reflecting the number of shares of CommScope Holding Company, Inc. common stock you held as of the Record Date (as defined herein). You then must submit a request for registration to Equiniti Trust Company, LLC (Equiniti): (1) by email to helpAST@equiniti.com; (2) by facsimile to 718-765-8730; or (3) by mail to Equiniti Trust Company, LLC, Attn: Proxy Tabulation Department, 48 Wall Street, Floor 23, New York, NY 10005. Requests for registration must be labeled as “Legal Proxy,” must include your legal proxy along with your name and email address, and must be received by Equiniti no later than 5:00 p.m., Eastern Time, on May 3, 2024. You will receive a confirmation email from Equiniti of your registration, which will include your voter control number.

Who Can Vote: Only holders of our common stock, par value $0.01 per share (common stock), and shares of Series A Convertible Preferred Stock, liquidation preference $1,000 per share (Series A Convertible Preferred Stock) at the close of business on March 13, 2024 will be entitled to receive notice of, and to vote at, the Annual Meeting.

Proxy Voting: Your Vote is Important. Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares via the Internet, by telephone, or, if you request printed copies of the proxy materials by mail, by signing, dating and returning the enclosed proxy card or voting instruction form will save the expenses and extra work of solicitation. If you request printed copies of the proxy materials by mail and you wish to vote by mail, we have enclosed an envelope, postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares at the meeting, as your proxy is revocable at your option. You may revoke your proxy at any time before it is voted by delivering to the Company a subsequently executed proxy or a written notice of revocation or by voting at the Annual Meeting by following the instructions above under “Access to the Virtual Meeting” and voting your shares virtually via the virtual meeting platform (attendance without casting a ballot will not, by itself, constitute revocation of a proxy).

Items of Business:

The holders of shares of Series A Convertible Preferred Stock will be asked:

The holders of shares of common stock and shares of Series A Convertible Preferred Stock, voting together as a single class, will be asked:

Proxy Statement and Annual Report: A Notice of Internet Availability of Proxy Materials (Notice) or this Proxy Statement are first being mailed on or about March 26, 2024. Our 2023 Annual Report to Stockholders (the 2023 Annual Report) accompanies but is not part of these proxy materials.

BY ORDER OF THE BOARD OF DIRECTORS,

Sincerely,

Justin C. Choi

Secretary

March 25, 2024