Anterix Inc.
For the period ended Mar 31, 2026. Filed Jun 25, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 31, 2026 · Filed Jun 25, 2026
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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)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | 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 |
| Dear Stockholders, | ||||
|---|---|---|---|---|
| Notice of 2026 Annual Meeting of Stockholders of Anterix Inc. · You are invited to attend the Anterix Inc. 2026 Annual Meeting of Stockholders, which will be held on August 4, 2026, at 9:30 AM, Eastern Daylight Time (the "Annual Meeting"). The Annual Meeting will be held virtually by webcast at www.virtualshareholdermeeting.com/atex2026.We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement: | ||||
| DATEAugust 4, 2026TIME9:30 AM Eastern Daylight TimeMEETING WEB ADDRESSwww.virtualshareholdermeeting.com/atex2026RECORD DATEJune 11, 2026 | 1 | To elect seven directors nominated by the Board of Directors to serve until the 2027 Annual Meeting of Stockholders | ||
| 2 | To approve, on an advisory (non-binding) basis, the compensation of our named executive officers | |||
| 3 | To approve Amendment No. 2 to the Anterix Inc. 2023 Stock Plan to increase the number of shares available for issuance under the plan | |||
| 4 | To approve, on an advisory (non-binding) basis, the frequency of future advisory votes on the compensation of our named executive officers | |||
| 5 | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027 | |||
| 6 | To transact such other business properly brought before the meeting and at any adjournment or postponement thereof | |||
| Whether you expect to attend the Annual Meeting or not, you are urged to read this Proxy Statement (the "Proxy Statement") and vote or submit your proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. Telephone, mail, and internet voting are available. Please refer to the information 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 Annual Meeting:This Proxy Statement for the Annual Meeting, our Annual Report, and the proxy card and voting instruction form are available on our investor website at investors.anterix.com. | ||||
Table of Contents
| 2026 Proxy Statement Summary | 1 |
|---|---|
| About Anterix | 2 |
| Corporate Governance Highlights | 3 |
| Director Nominees | 4 |
| Executive Compensation Highlights | 5 |
| General Information | 6 |
| Voting Instructions | 6 |
| Proxies | 6 |
| PROPOSAL 1 Election of Directors | 8 |
| Director Nominees | 9 |
| Director Nominee Skills | 13 |
| Director Compensation | 13 |
| Corporate Governance Matters | 16 |
| Corporate Governance Guidelines and Code of Business Conduct | 16 |
| Board Committees | 18 |
| Board Composition and Processes | 21 |
| Stockholder Communications | 23 |
| Environmental, Social, and Governance Oversight | 24 |
| Human Capital Management | 24 |
| Cybersecurity | 26 |
| Executive Officers | 27 |
| PROPOSAL 2 Advisory Vote to Approve NEO Compensation | 29 |
| Executive Compensation (CD&A) | 30 |
| Summary of Fiscal 2026 Achievements | 30 |
| Fiscal 2026 Compensation Highlights | 31 |
| Compensation Philosophy | 32 |
| 2025 Say on Pay Vote and Stockholder Engagement | 32 |
| Compensation Governance and the Compensation-Setting Process | 33 |
| Compensation Elements | 35 |
| Report of the Compensation Committee | 41 |
| Summary Compensation Table | 42 |
| 2026 Grants of Plan-Based Awards | 44 |
| Outstanding Equity Awards at Fiscal Year-End | 45 |
| Fiscal 2026 Option Exercises and Stock Vested | 46 |
| Severance Arrangements with our NEOs | 46 |
| CEO Pay Ratio | 50 |
| Pay Versus Performance | 51 |
| Equity Compensation Plan Information | 53 |
| Certain Relationships and Related Transactions | 54 |
| Related Party Transaction Policy | 54 |
| PROPOSAL 3 Amendment No. 2 to the 2023 Stock Plan | 55 |
| Proposed Amendment to the 2023 Plan | 56 |
| Summary of the 2023 Plan | 58 |
| PROPOSAL 4 Advisory Vote to Approve the Frequency of Future Advisory, Non-Binding Votes to Approve the Compensation of Our NEOs | 66 |
| PROPOSAL 5 Ratification of Appointment of Independent Registered Public Accounting Firm | 68 |
| Audit-Related Matters | 69 |
| Report of the Audit Committee | 70 |
| Stock Ownership | 71 |
| Additional Information | 73 |
| Other Matters | 76 |
| Appendix A | 78 |
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