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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.          )

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ATN INTERNATIONAL, INC.
500 Cummings Center, Suite 2450
Beverly, MA 01915

NOTICE OF 20192020 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 4, 2019SEPTEMBER 15, 2020

April 25, 2019August 6, 2020

Dear Stockholder:

        You are cordially invited to attend ourthe Annual Meeting of Stockholders toof ATN International, Inc., which will be held at ATN's headquarters location, 500 Cummings Center, Suite 2450, Beverly, MA 01915 on Tuesday, June 4, 2019September 15, 2020 at 9:00 a.m. ET for the following purposes:

1.

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



2.

To hold a non-binding, advisory vote on the compensation of our named executive officers;



3.

To ratify the selection of PricewaterhouseCoopers LLP as our independent auditorregistered public accounting firm for the fiscal year ending December 31, 2019;2020; and



3.4.

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

        Please take notice that this year's Annual Meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ATNI2020 and entering the 16-digit control number included in our notice of Internet availability of the proxy materials.

Stockholders of record at the close of business on April 12, 2019July 24, 2020 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, by appointment, for inspection during our ordinary business hours at our officehours. The list will also be made available electronically upon request for inspection by stockholders in attendance at the address above.virtual Annual Meeting.

        Whether or not you expect to attend the virtual 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 virtual meeting and vote in person,live via webcast, your proxy will not be used.

By order of the Board of Directors,

Mary M. Mabey
Secretary

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ATN INTERNATIONAL, INC.
500 Cummings Center, Suite 2450
Beverly, MA 01915

PROXY STATEMENT
FOR THE 20192020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 2019SEPTEMBER 15, 2020

GENERAL INFORMATION ABOUT VOTING

        This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of ATN International, Inc., a Delaware corporation, for use at the 20192020 Annual Meeting of Stockholders to be held on June 4, 2019,September 15, 2020, at 9:00 a.m. ET, or any adjournments or postponements thereof. This year's Annual Meeting will be a completely "virtual meeting" of stockholders. You will be able to attend the Annual Meeting, vote and submit questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/ATNI2020 and entering your 16-digit control number.

        We are mailing on August 6, 2020 this Proxy Statement together with our Annual Letter to Stockholders, our Annual Report on Form 10-K for the year ended December 31, 20182019 (excluding exhibits), our Amendment No. 1 to our Annual Report on Form 10-K/A, and a proxy card for the Annual Meeting on April 25, 2019.Meeting.

        Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 4, 2019:September 15, 2020: This Proxy Statement and our 20182019 Annual Report on Form 10-K, along with our Form 10-K/A, are available at http://ir.atni.com/financials.cfm.financial-information.

Who Can Vote

        Only stockholders of record at the close of business on April 12, 2019July 24, 2020 are entitled to vote at the Annual Meeting. On that date, 15,993,92016,020,046 shares of common stock, par value $.01$0.01 per share, were outstanding, with each share entitled to one vote. If your shares are registered with our transfer agent directly in your name, you are considered the stockholder of record with respect to those shares. If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the beneficial owner of those shares. As a beneficial owner, you may direct your broker or other holder of record on how to vote your owned shares by following their instructions.

Voting

        You may vote your shares held of record either by attending the virtual meeting and voting in personelectronically or voting by proxy. To vote in person,during the meeting, you must attend the Annual Meetingare invited to visit www.virtualshareholdermeeting.com/ATNI2020 and provide your 16-digit control number to cast your vote. You do not need to register in advance to attend the Annual Meeting. If you choose to vote by proxy, you must complete, sign and date the enclosed proxy card and return it in the enclosed postage prepaid envelope. No postage is necessary if the proxy card is mailed in the United States. You may also vote your shares by following the "Vote by Internet" or "Vote by Phone" instructions on the enclosed proxy card. Telephone and Internet facilities for stockholders of record will be available 24 hours a day from the date of mailing through 11:59 p.m. ET on June 3, 2019.September 14, 2020. If your proxy card is received in time for voting and not revoked, your shares will be voted at the Annual Meeting in accordance with your instructions. If no instructions are indicated on your proxy card, the shares represented by the proxy card will be voted by the proxy holders as follows:

•

FOR the election of the director nominees named herein;

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•

FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers;



•

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor;registered public accounting firm; and



•

in accordance with the judgment of the proxy holders named on the proxy card as to any other matter that is properly brought before the Annual Meeting, or any adjournments or postponements thereof.

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        If you hold your shares through a bank, broker or other nominee, the bank, broker or other nominee will give you separate instructions for voting your shares. Telephone and Internet voting will also be offered to stockholders owning shares through certain banks and brokers. You must make arrangements with your bank, broker bank or other nominee in advance of the Annual Meeting to vote your shares in person.during our virtual meeting.

Quorum

        The holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, whether present in personduring our virtual Annual Meeting or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. If a quorum is not present at the Annual Meeting, the stockholders present may adjourn the Annual Meeting from time to time, without notice, other than by announcement at the meeting, until a quorum is present or represented. At any such subsequent meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the Annual Meeting.

Votes Required

        Proposal 1, the election of each director nominee, requires the affirmative vote of a majority of the votes cast and entitled to vote at the Annual Meeting regarding such director nominee's election. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of the director nominees. A broker non-vote occurs when a bank, broker or other nominee cannot vote a customer's shares registered in the bank's, broker's or other nominee's name because the customer did not send instructions on how to vote on the matter and the bank, broker or nominee is prohibited by law or stock exchange regulations from exercising its discretionary voting authority in the particular matter. Banks, brokers and other nominees will not be entitled to vote a customer's shares in their directiondiscretion on Proposal 1.

        Proposal 2, the non-binding, advisory vote on the compensation of our named executive officers, requires the affirmative vote of a majority of the shares present at the Annual Meeting, or represented by proxy, and entitled to vote on the matter. Abstentions will be considered to be votes present and entitled to vote on this proposal and, therefore, they will have the effect of a vote against this proposal. Banks, brokers and other nominees will not be entitled to vote a customer's shares in their discretion on Proposal 2, and broker non-votes will have no effect on the outcome of this proposal.

Proposal 3, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditorregistered public accounting firm for 20192020 requires the affirmative vote of a majority of the votes castshares present at the Annual Meeting, or represented by proxy, and entitled to vote aton the Annual Meeting regarding this matter. Abstentions are notwill be considered to be votes cast for the foregoing purposepresent and entitled to vote on this proposal and, therefore, they will have nothe effect on the ratification of our independent auditor for 2019.a vote against this proposal. Banks, brokers and other nominees will be entitled to vote a customer's shares in their discretion on Proposal 2,3, so there will be no broker non-votes on Proposal 2.this proposal.

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Revocability of Proxies

        A proxy may be revoked at any time before it is exercised by delivering a written revocation or a duly executed proxy card bearing a later date to ATN International, Inc., Attn: Secretary, 500 Cummings Center, Suite 2450, Beverly, MA 01915. A proxy may also be revoked by re-voting by Internet or by telephone as instructed above or by voting in personelectronically at the Annual Meeting. If you hold your shares through a bank, broker or other nominee, you must make arrangements with your bank, broker, or other nominee to revoke your proxy.

Where Can I Find the Voting Results of the Annual Meeting?

        The preliminary voting results will be announced at the Annual Meeting, and we will publish preliminary results, or final results if available, in a Current Report on Form 8-K within four business days of the Annual Meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

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Solicitation Expenses

        We will bear all costs of solicitation of proxies. In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail, facsimile and personal interviews. We will request brokers, banks, and other holders of record to forward proxy soliciting material to beneficial owners. We will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of the proxy materials. In addition, we will engage Broadridge Investor Communications Solutions, Inc. to assist in the distribution of proxy materials to banks, brokers, nominees and intermediaries at an estimated cost of approximately $15,000$20,000 for any such services, plus reasonable out-of-pocket expenses.

Who to Contact for Additional Information

        If you have questions about how to submit your proxy, or if you need additional copies of this Proxy Statement or the enclosed proxy card, please contact our proxy solicitor:

        Broadridge Investor Communications Solutions, Inc.
BY INTERNET: www.proxyvote.com
BY TELEPHONE: 1-800-579-1639
BY E-MAIL: sendmaterial@proxyvote.com

        If you have questions about attending the meeting, in person or require directions, please contact us at the following address or telephone number:

ATN International, Inc.
Attn: Investor Relations
500 Cummings Center
Suite 2450
Beverly, MA 01915
(978) 619-1300

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information known to us as of April 12, 2019July 24, 2020 (unless otherwise indicated in the footnotes to this table) with respect to the shares of our common stock that were beneficially owned as of such date by:

•

each of our current directors and each of the nominees seeking election as director;



•

each of our named executive officers as listed in the Summary Compensation Table herein;



•

all of our current directors and executive officers as a group; and



•

each person (including any partnership, syndicate or other group) known to us to be the beneficial owner of more than 5% of our outstanding shares of common stock.

        The number of shares beneficially owned by each person listed below includes any shares that the person has a right to acquire on or before June 11, 2019September 24, 2020 by exercising stock options or other rights to acquire shares. For each person listed below, the percentage set forth under "Percent of Class" was calculated based on 15,993,92016,020,046 shares of common stock outstanding on April 12, 2019,July 24, 2020, plus any shares that person could acquire upon the exercise of any other rights exercisable on or before June 11, 2019.September 24, 2020. Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to the shares shown as beneficially owned by them. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o ATN International, Inc., 500 Cummings Center, Suite 2450, Beverly, MA 01915.

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Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

        Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC reports of their initial ownership and of changes in ownership of our equity securities and provide us with copies of those reports. To our knowledge, based solely on our review of the copies of such forms furnished to us and written representations from our executive officers and directors,filed with the SEC, for the fiscal year ended December 31, 2018,2019, all Section 16(a) reports applicable to our executive officers, directors and 10% stockholders were timely filed were timely filed except that a late Formone transaction that occurred on June 4, for each of Messrs. Ganong and Kennedy2019 was filed late on June 15, 2018, each reporting one transaction.Form 5 for all directors.

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PROPOSAL 1: ELECTION OF DIRECTORS

        Stockholders are being asked to elect the following seveneight members to our Board to hold office until our next annual meeting of stockholders or until their respective successors are elected and qualified, subject to their earlier retirement, resignation or removal:

Martin L. Budd
Bernard J. Bulkin
James S. Eisenstein
Richard J. Ganong
John C. Kennedy
Pamela F. Lenehan
Liane J. Pelletier
Michael T. Prior
Charles J. Roesslein

        Each nominee has consented to his or her nomination and is expected to stand for election. However, if any nominee is unable or unwilling to serve, proxies will be voted for a replacement candidate nominated by our Board. Biographical information for each of the nominees is set forth below under "Director and Nominee Experience and Qualifications." All of our nominees are current directors. Mr. Michael T. Flynn will not stand for re-election at the Annual Meeting, and, accordingly, will cease to serve as a director following the Annual Meeting. As of the date of the Annual Meeting, the number of directors will be reduced to seven.

Vote Required

        Each director nominee must be elected by an affirmative vote of a majority of the votes cast at the Annual Meeting and entitled to vote regardingon such director nominee's election. Abstentions and broker non-votes will not be treated as votes cast and, therefore, will not affect the outcome of the elections.

        If a director nominee does not receive a majority of the votes cast regarding his or her election, such nominee will be required to submit an irrevocable resignation to the Nominating and Corporate Governance Committee of the Board, and the committee will then make a recommendation to the Board as to whether to accept or reject the resignation or whether other action should be taken. The Board will then act on the resignation, taking into account the committee's recommendation, and we will publicly disclose (by filing an appropriate disclosure with the SEC) the Board's decision regarding the resignation within 90 days following certification of the election results. The committee in making its recommendation, and the Board in making its decision, each may consider any factors and other information that they consider appropriate and relevant.

Recommendation of our Board of Directors

        OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTEFOR THE ELECTION OF EACH OF THESE NOMINEES.

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DIRECTOR AND NOMINEE EXPERIENCE AND QUALIFICATIONS

        Set forth below is biographical information about the nominees for director, each of whom is currently a director. All of the current directors' present terms expire at the Annual Meeting.

        Martin L. Budd, 78, has been a director of ours since 2007 and is the Chair of our Compensation Committee. He retired as a Partner of the law firm of Day, Berry and Howard LLP (now Day Pitney LLP) effective December 31, 2006. Mr. Budd chaired that firm's Business Law Department and its Business Section and had particular expertise in federal securities laws, merger and acquisition transactions and strategic joint ventures. Mr. Budd is Chairman of the Connecticut Appleseed Center for Law and Justice and has served on the Legal Advisory Board of the National Association of Securities Dealers, the predecessor to the Financial Industry Regulatory Authority ("FINRA"). He is a member of the Board of Trustees of the Hartford Seminary. Mr. Budd also serves on the Board of the "I Have a Dream" Foundation. Mr. Budd earned his legal degree from the Harvard Law School.

        Mr. Budd was selected to serve as a director on our Board due to his extensive background providing legal, regulatory and corporate governance advice to public companies.

Dr. Bernard J. Bulkin, 77,78, has been a director of ours since 2016 and is the Chair of our Nominating and Corporate Governance Committee and a member of our Audit Committee. Dr. Bulkin brings particular expertise in the field of renewable energy. He held several senior management roles throughout his approximately 20-yeartwenty-year career at British Petroleum, ("BP"), including Director of the refining business, Vice President Environmental Affairs, and Chief Scientist, and left BP in 2003. He is currently a Director of K3Solar Ltd., IDSolar Power Ltd.,Ltd, and Sustainable PowerARQ Ltd. Dr. Bulkin has served on the boards of Severn Trent plc, Ludgate Investments Limited, HMN Colmworth Ltd., Chemrec AB and REAC Fuel AB, each a Swedish biofuel technology developer, and Ze-gen Corporation, a renewable energy company, and chaired the boards of two UK public companies: AEA Technology plc (from 2005 until 2009), and Pursuit Dynamics Plc (from 2011 until 2013). Dr. Bulkin served as Chair of the UK Office of Renewable Energy from 2010 until 2013, was a member of the FTSE Environmental Markets Advisory Committee (from 2010 until(2010 to 2017) and has held several other UK government roles in sustainable energy and transport. He earned a Bachelor of ScienceB.S. in Chemistry from the Polytechnic Institute of Brooklyn and a Ph.D. in Physical Chemistry from Purdue University. Dr. Bulkin is a Professorial Fellow at the University of Cambridge and is the author of Crash Course, published in March 2015. He was awarded the Honour of Officer of the Order of the British Empire ("OBE")(OBE) in the 2017 New Year Honours List.

        Dr. Bulkin was selected to serve as a director on our Board due to his corporate board experience and his particular expertise in the field of renewable energyenergy.

James S. Eisenstein, 61, has been a director of ours since October 2019 and is a member of our Nominating and Corporate Governance Committee and Compensation Committee. He is currently Chairman and Chief Executive Officer of Grupo TorreSur, a Latin American focused wireless tower company which he co-founded. Prior to co-founding Grupo TorreSur, Mr. Eisenstein was Chairman and Chief Executive Officer of Optasite Holding Company, Inc. from 2003 to 2008; Chief Executive Officer of Concourse Communications Group LLC in 2003 and Chief Operating Officer and, later, Chief Development Officer of American Tower Corporation, which he co-founded, from 1995 to 2003. Before co-founding American Tower, Mr. Eisenstein was a Partner and Chief Operating Officer of Amaturo Group, Ltd., the owner and operator of radio stations, from 1990 to 1995; was Deputy General Counsel of Home Shopping Network from 1988 to 1990; and an associate at Skadden, Arps, Slate, Meagher and Flom from 1986 to 1988 and at Vinson & Elkins from 1984 to 1986. He is currently a member of the Board of Directors of CTI Towers, Inc. and was Chairman of the Board of Directors of Eaton Towers, Ltd. until the end of 2019, at which time the Company was sold. He also served as a director of Nexamp, Inc. from 2011 to 2016. Mr. Eisenstein is a graduate of Georgetown University and holds an M.B.A. from The Wharton School at the University of Pennsylvania and a J.D. from the University of Pennsylvania Law School.

        Mr. Eisenstein was selected to serve as a director on our Board due to his broad corporate board experience.extensive management and transactional experience in the tower and telecommunications industries.

        Richard J. Ganong, 55,56, has been a director of ours since June 2018 and is a memberthe Chair of our AuditCompensation Committee. Mr. Ganong has more than 25 years of experience in the financial services industry with a focus on venture capital and hedge fund investing. He was a Partner at the Tudor Investment Corporation from 1993 untilto 2009, an internationally recognized diversified investment management firm, and was a founding General Partner of the Tudor Venture Group which managed a series of funds providing growth capital to private companies in various information technology industries. Mr. Ganong was the Senior Vice President of Development and Alumni Relations at Bowdoin College from 2014 untilto 2016 and most recently founded Five Pine Partners, where he focuses on advising and investing in emerging companies in the information technology, consumer and food

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sectors. Mr. Ganong also is an emeritus member of the Board of Overseers at The Tuck School at Dartmouth. He is currently a member of the Board of Directors for The Maine Technology Institute, The Gulf of Maine Research Institute, and Wolfe's Neck Center for Agriculture and the Environment, both private entities.Environment. Mr. Ganong holds a Bachelor of Arts from Bowdoin College and an MBAM.B.A. from the Tuck School at Dartmouth.

        Mr. Ganong was selected to serve as a director on our Board due to his extensive investment background and his corporate advisory experience.

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        John C. Kennedy, 54,55, has been a director of ours since June 2018 and is a member of our CompensationNominating and Corporate Governance Committee. Mr. Kennedy is the founder and Chief Executive OfficerCEO of Platform Science, Inc., an emerging company in the connected vehicle and transportation technology space. Previously, he was the President of Qualcomm Enterprise Services and the President of Omnitracs, Inc. Mr. Kennedy is a veteran of News Corp., where he served as Executive Vice President of Operations—Digital Media, from 2009 untilto 2012. From 2007 untilto 2008 he served as Executive Vice President of Strategy and Corporate Development at Fox Interactive Media and began his career at Fox as a Senior Vice President of Corporate Development at Fox Networks Group, where he was part of the joint Fox/NBC Universal team that created the joint venture now known as "Hulu"."Hulu." His background includes multiple leadership and strategic roles with technology start-ups, including satellite broadband start-up Teledesic;Teledesic, pioneering online video site Load Media Network, where Mr. Kennedy served as Chief Executive Officer, of Leap Wireless, and Wireless Facilities International. He began his business career as a venture capital associate with Idanta Partners. Mr. Kennedy retired as a Commander in the U.S. Navy Reserves in 2016, after serving as a founding team member of DiUX, the Department of Defense's recently established Silicon Valley presence. He served on the staff of U.S. Senator John McCain; served as the Aide de Camp to the Vice Chairmanvice chairman of the Joint Chiefs of Staff; and was a naval aviator in the first Gulf War. Mr. Kennedy holds a Bachelor of ScienceB.S. in Economics and Engineering from the United States Naval Academy and an MBAM.B.A. from the Harvard Business School, and was a Legis Fellow of the Brookings Institution.

        Mr. Kennedy was selected to serve as a director on our Board due to his deep operating and investment background in telecommunications and technology.

Pamela F. Lenehan, 67, has been a member of our Board of Directors since June 2020, and serves as a member of the Audit Committee. Ms. Lenehan spent more than 20 years in financial services. Ms. Lenehan has served as President of Ridge Hill Consulting, LLC, a strategy consulting firm, since June 2002. From September 2001 to June 2002, she was self-employed as a private investor. From March 2000 to September 2001, she served as Vice President and Chief Financial Officer of Convergent Networks, Inc., a manufacturer of switching equipment. From February 1995 to January 2000, she was Senior Vice President, Corporate Development and Treasurer of Oak Industries, Inc., a manufacturer of telecommunications components which was sold to Corning. Prior to that time, she was a Managing Director in Credit Suisse First Boston's Investment Banking division raising public and private equity and debt and doing mergers and acquisitions and a Vice President of Corporate Banking at Chase Manhattan Bank lending money to growing technology companies. Ms. Lenehan is currently a director of New Residential Investment Corp., the Center for Women & Enterprise, the National Association of Corporate Directors New England Chapter, and hisis co-chair of the Boston Chapter of Women Corporate Directors. Ms. Lenehan previously served on the boards of Monotype Imaging, Civitas Solutions, American Superconductor, Spartech Corporation and Avid Technology. Ms. Lenehan has a B.A. in Mathematical Economics, Cum Laude and with Honors, and a M.A. in Economics from Brown University. She holds an Executive Masters Professional Director Certification, Platinum Level, from the American College of Corporate Directors, a national director education organization, and in 2017 received their Distinguished Director Award.

        Ms. Lenehan was selected to serve as a director on our Board due to her broad financial, operating and advisory experience with the United States government.and her qualification as a financial expert.

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        Liane J. Pelletier, 61,62, has been a director of ours since June 2012, is the Independent Lead Director of our Board of Directors and a member of our Nominating and Corporate Governance and Compensation Committees.Committee. Ms. Pelletier has over 25twenty-five years of experience in the telecommunications industry. From October 2003 untilthrough April 2011, she served as the Chief Executive Officer and ChairChairman of Alaska Communications Systems, and prior to that time served as the former Senior Vice President of Corporate Strategy and Business Development for Sprint Corporation. Ms. Pelletier currently serves as Chair of the Nominating and Corporate Governance Committee on the Board of Directors of Expeditors International and is Chair of the National Association of Corporate Directors ("NACD"), Northwest Chapter. Ms. Pelletier is an NACD Board Leadership Fellow and has earned the CERT Certificate in Cybersecurity Oversight awarded by the Software Engineering Institute of Carnegie Mellon University. Ms. Pelletier earned her MastersM.S. in Management at the Sloan School of Business at the Massachusetts Institute of Technology and a Bachelor of ArtsB.A. in Economics, magna cum laude, from Wellesley College. Ms. Pelletier currently serves as Chairman of the Nominating and Corporate Governance Committee of the Board of Expeditors International (EXPD), on the Audit and Compensation Committees at Frontdoor, Inc. (FTDR) and on the board of the National Association of Corporate Directors ("NACD"). Ms. Pelletier is a NACD Board Leadership Fellow and has earned the CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute of Carnegie Mellon.

        Ms. Pelletier was selected to serve as a director on our Board due to her expertise in the telecommunications industry, her history as a chief executive officer and her experience in guiding and advising on business strategy.

        Michael T. Prior, 54,55, is Chairmanthe chairman of the Board of Directors and has been our President and Chief Executive Officer since December 2005 and an officer of the Company since June 2003. He was elected to the Board in 2008, and appointed Chairman in June 2018. Prior toMay 2008. Before joining the Company, Mr. Prior was a Partnerpartner with Q Advisors LLC, a Denver-basedDenver based investment banking and financial advisory firm focused on the technology and telecommunications sectors. Mr. Prior began his career as a corporate attorney with Cleary Gottlieb Steen & Hamilton LLP in London and New York. He received a B.A. degree from Vassar College and a J.D. degree summa cum laude from Brooklyn Law School. Mr. Prior currently serves on the Board of Directors of the Competitive Carriers Association. In 2008, Mr. Prior was named Entrepreneur of the Year for the New England Region by Ernst & Young LLP and One of America's Best CEOs by DeMarche Associates, Inc. He received a Bachelor of Arts from Vassar College and a Juris Doctor, summa cum laude, from Brooklyn Law School.

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        Mr. Prior was selected to serve as a director on our Board due to his positionlong tenure as Chief Executive Officer of the Company and his broad experience in the telecommunications industry. In 2018, the Board determined that Mr. Prior's extensive business and leadership experience made him the best candidate for Chairman of the Board.

        Charles J. Roesslein, 70,71, has been a director of ours since April 2002 and is the Chair of our Audit Committee. He has been a director of National Instruments Corporation since July 2000 and is the Co-Founder of Austin Tele-Services Partners, LP, a telecommunications provider, for whom he served as Chief Executive Officer from 2004 untilto January 2016. He is a retired officer of SBC Communications. Mr. Roesslein previously served as Chairman of the Board of Directors, President and Chief Executive Officer of Prodigy Communications Corporation from June of 2000 until December of 2000. He served as President and Chief Executive Officer of SBC-CATV from October 1999 until May 2000, and as President and Chief Executive Officer of SBC Technology Resources from August 1997 untilto October 1999. Mr. Roesslein holds a Bachelor of ScienceB.S. in Mechanical Engineering from the University of Missouri-Columbia and a Master'smaster's degree in Finance from the University of Missouri-Kansas City.

        Mr. Roesslein was selected to serve as a director on our Board due to his financial expertise, and previous senior positions held with other telecommunications companies. Mr. Roesslein is qualified as an "audit committee financial expert" as defined in applicable SEC rules.

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PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

        Our Board is providing stockholders with the opportunity to cast a non-binding, advisory vote on the compensation of our named executive officers as described in the Compensation Discussion and Analysis, the compensation tables and related materials contained in this Proxy Statement. This proposal, also commonly referred to as a "Say on Pay" vote, gives our stockholders the opportunity to indicate whether they approve of or do not approve of our executive compensation policies and programs and the compensation actually paid to our named executive officers. This advisory vote is required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We currently provide our stockholders the opportunity to indicate whether they approve of the compensation of our named executive officers every three years.

        At our 2017 Annual Meeting, stockholders voted on a non-binding and advisory basis on our named executive officer compensation and more than 80% of the shares present, or represented by proxy, and entitled to vote at the 2017 Annual Meeting approved our named executive officer compensation. While the approval in 2017 was advisory and non-binding in nature, the Board and Compensation Committee value the opinion of stockholders and consider this outcome an indication that stockholders agree that our executive compensation programs use appropriate structures and policies that are effective in achieving our Company's goals and objectives.

        Please review the Compensation Discussion and Analysis and the accompanying tabular and other disclosures on executive compensation included in this Proxy Statement and cast a vote either to endorse or not endorse our executive compensation program. A vote "For" this proposal is an advisory vote approving the compensation of our named executive officers, including our compensation practices and principles and their implementation, as discussed and disclosed pursuant to the Securities and Exchange Commission's compensation disclosure rules in the Compensation Discussion and Analysis, the compensation tables, and any narrative executive compensation disclosure contained in this Proxy Statement.

        The Compensation Committee and the Board believe our executive compensation programs use appropriate structures and policies that are effective in achieving our Company goals and objectives. Accordingly, the Board recommends that you vote in favor of the following resolution:

"RESOLVED, that the stockholders approve of the compensation of the Company's named executive officers, as disclosed in the Compensation Discussion and Analysis and Executive Compensation sections contained in this Proxy Statement."

        The Say on Pay vote is advisory in nature, and therefore, it is not binding on our Compensation Committee or Board. Although the vote is non-binding, our Compensation Committee will review the voting results, seek to determine the cause or causes of any significant negative voting, and take them into consideration when making future decisions regarding executive compensation programs.

Vote Required

        The approval, on an advisory and non-binding basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the shares present, or represented by proxy, and entitled to vote thereon. Abstentions will be considered to be votes present and entitled to vote on this proposal and, therefore, they will have the effect of a vote against this proposal. Banks, brokers and other nominees are not entitled to vote a customer's shares in their discretion on this proposal, and broker non-votes will have no impact on the outcome of this proposal.

Recommendation of our Board of Directors

        OUR BOARD RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.