Anterix Inc

DEF 14A 1 atexfy2024proxy.htm DEF 14A

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:

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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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.

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,

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.

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