As a result of that review, the Board selected the following nominees for election at the September 2, 2020 Annual Meeting: 

These changes are more fully discussed on page 11 of the Proxy Statement.

As a result of these changes, the size of our Board will decrease to eight members at our 2020 Annual Meeting.

Board Composition.  The Board selected eight director nominees based on their satisfaction of the core attributes described on page 10 of the Proxy Statement,  and the belief that each can make substantial contributions to our Board and Company. Our Board believes our nominees’ breadth of experience and their mix of attributes strengthen our Board’s independent leadership and effective oversight of management, in the context of our Company’s business focus following the FCC’s issuance of the Report and Order, our industry’s operating environment, and our Company’s long-term strategies. 

Succession Planning.  The Board, working with management commenced a succession planning process early this year for the Company’snamed executive officers and key employees.  To that end, and in accordance with the Company’s Succession Plan, on July 1, 2020, Morgan O’Brien, the Company’s then-serving Chief Executive Officer assumed the position of Executive Chairman, following the resignation of Brian McAuley from that role, and Robert Schwartz was appointed as President & Chief Executive Officer. Mr. McAuley will remain on the Board as Chairman Emeritus until the Annual Meeting. The Board nominated Mr. Schwartz for election to the Board by the Company’s stockholders at the Annual Meeting.

Stockholder Communications.  We proactively interact with our stockholders to obtain their feedback on our operations, including meeting with several of our large stockholders regularly. Weduring Fiscal 2022. It also hosted and participated in several investor events following the FCC’s approval of the Report and Order, including presenting at the May 13, 2020 JP Morgan Technology, Media and Communications Conference and hostingprovides an investor call on May 21, 2020.

Corporate Responsibility and Sustainability

We seek to create positive environmental and social impacts that bring value by supporting our employees, connecting with our communities, and being prudent stewards over Anterix.

Employee Well-Being.  We seek to retain our employees through fair and competitive compensation, benefits and challenging work experiences with increasing levels of responsibility.

Financial well-being. We offer a benefits package that includes competitive pay, an annual incentive plan, a defined contribution savings plan with an employer match, and senior-level equity, among other health-related and other benefits. 

Student loan repayment.  We provide student loan repayment of up to $1200 annually up to a maximum of $10,000.

Community Involvement. We believe that it is important to make a difference by helping others in our communities. We pursue that goal through financial support and volunteering our time and talents.

Circle of Care.  In partnership with our co-tenant and local non-profit Circle of Care for Families and Children of Passaic County, Inc., we provided Under Armour backpacks and school supplies for Circle of Care’s School Supply Drive, organized a food drive and donated non-perishable items for Thanksgiving dinners for local families, and organized a Holiday Gift Drive of toys, gifts and monetary donations.

Toys for Tots. In December 2019, we participated in the United States Marine Corps Reserve’s annual Toys for Tots drive, where employees generously contributed holiday gifts for local children.

Diversity and Inclusion. We seek to create a diverse and inclusive environment where employees feel accepted and valued and that fosters creativity and innovation.

Summary of Compensation Best Practices

We are a “smaller reporting company,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a smaller reporting company, we are permitted to, and will, rely on exemptions from certain disclosure requirements. These exemptions include reduced disclosure obligations regarding the compensationoverview of our executive officers.  Nevertheless,officer compensation philosophy, updated in Fiscal 2022, and the factors our Board and Compensation Committee believe that adopting appropriate and soundconsidered when making specific compensation programs and practices are fundamental to the overall success ofdecisions for our business and aligning the interests of our executives with the interests of our stockholders.

The Compensation Committee regularly reviews best practices in governance andnamed executive compensation. The following is a high-level summary of the current executive compensation practices utilized by the Compensation Committee to drive Company performance and serve our stockholders’ long-term interests:

Executive Compensationofficers for Fiscal 2020

2022.

Executive Compensation Program.  Our Compensation Committee has established an executive compensation programofficers consisting of:of three principal elements: (i) an annual base salary, (ii) an annual performance-based bonus program, payable in cash and/or shares of common stockstock; and (iii) a(ii) long-term equity awardawards consisting of time-based andand/or performance-based equity awards. In establishing this program, the Compensation Committee focused on designing a program that would attract, retain and incentivize executives, motivate them to achieve our key financial, operational and strategic goals and reward them for superior performance. The Compensation Committee also focused on ensuring thatelements of our executive compensation program aligns our executive officers’are summarized below and key employees’ interests with thosefurther discussed in the Compensation Discussion and Analysis section of our stockholders by basingthis Proxy Statement.

You should give yourself plenty of time to log into the virtual meeting platform and ensure that you can hear audio prior to the start of the Annual Meeting. If you encounter any difficulties accessing Shares held in street name may be voted at the Annual Meeting duringonly if you obtain a legal proxy from the check-inbroker, trustee, or meeting time, please callother nominee that holds your shares, giving you the technical support number that will be posted onright to vote the virtual annual meeting page for assistance. Technical support will be available 15 minutes prior to the start of the Annual Meeting.

If you want to submit a questionshares.

We will bear the cost of preparing, printing, assembling, and mailingJune 30, 2022, we began sending this Proxy Statement, the attached Notice of Annual Meeting of Stockholders, and other materials furnishedthe enclosed proxy card to all stockholders in connection with the solicitation of proxies. The Company has hired Broadridge Advisors, at an estimated cost of $25,000.00, plus reimbursement of reasonable expenses, to assist in solicitation of proxies. In addition, our officers, directors, and other employees may solicit proxies by written communication or telephone. These persons will receive no special compensation for any solicitation activities.

Holders of shares of our common stock (the “Common Stock”), our only class of issued and outstanding voting securities, at the close of business on July 10, 2020 (the “Record Date”) are entitled to vote on the proposals presented at the Annual Meeting.  As of July 10, 2020, 17,294,525 shares of our Common Stock were issued and outstanding.

The presence, either online or by proxy, of the holders of a majority of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum for the transaction of business at the2022 Annual Meeting. Votes for and against, abstentions and “broker non-votes” will each be counted as present for purposesAlthough not part of determining the presence of a quorum.

The Annual Meeting may be adjourned or postponed from time to time and at any reconvened meeting, action with respect to the matters specified in this Proxy Statement, may be taken without further notice to stockholders except as required by applicable law orwe are also sending, along with this Proxy Statement, our charter documents.

You are a “stockholder of record” if your shares are registered directly in your name with2022 annual report on Form 10-K, which includes our transfer agent, Continental Stock Transfer & Trust Company. As a stockholder of record, you have the right to grant your voting proxy directly to the proxy holders listed on the proxy card, to vote electronically at the virtual Annual Meeting, or by Internet or by telephone, or, if you received paper copies of the proxy materials by mail, to vote by mail by following the instructions on the proxy card or voting instruction card. financial statements for Fiscal 2022.

to our named executive officers, and as the proxy holders determine in the exercise of their discretion on any other business or item as may be properly brought before the Annual Meeting or any adjournment or postponement thereof.

You are deemed to beneficially own your shares in “street name” if your shares are held in an account at a brokerage firm, bank, broker-dealer, trust or other similar organization. If this is the case, you will receive a separate voting instruction form with this Proxy Statement from that organization. 

As the beneficial owner, you have the right to direct your broker, bank, trustee, or nominee how to vote your shares, and you are also invited to attend the virtual Annual Meeting. Please note that if your shares are held of record by a broker, bank, trustee or nominee and you wish to vote your shares electronically at the Annual Meeting, you will not be permitted to do so during the Annual Meeting unless you first obtain a proxy issued in your name from your broker, bank, trustee, or nominee.  

If you hold your shares in street name and do not provide voting instructions to your broker, bank, trustee or nominee, your shares will not be voted on any proposals on which such party does not have discretionary authority to vote (a “broker non-vote”), as further described below under the heading “Broker Non-Votes.”

Broker non-votes are shares held by brokers, banks, trustees, or other nominees who are present online or represented by proxy, but which are not voted on a particular matter because the brokers, banks, trustees, or nominees do not have discretionary authority with respect to that proposal and they have not received voting instructions from the beneficial owner. Under the rules that govern brokers, banks, trustees and other nominees, these entities have the discretion to vote on routine matters, but not on non-routine matters. The only routine matter to be considered at the Annual Meeting is the ratification of the appointment of the Company’s independent registered public accounting firm. The remaining proposals are considered non-routine matters.  As a result, if you do not provide your broker, bank, trustee, or other nominee with voting instructions on these non-routine matters, your shares will not be voted either for or against the Company’s director nominees, for or against the advisory approval of the compensation to our named executive officers, or for the preferred frequency of future advisory votes for the approval of the compensation to our named executive officers.

We are a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”), and have elected to provide in this Proxy Statement certain scaled disclosures permitted under the Exchange Act for smaller reporting companies. We will remain a “smaller reporting company” until the fiscal year following the determination that our voting and non-voting common shares held by non-affiliates is at least $250 million measured on the last business day of our second fiscal quarter, or our annual revenues are at least $100 million during the most recently completed fiscal year and our voting and non-voting common shares held by non-affiliates is at least $700 million measured on the last business day of our second fiscal quarter. Accordingly, the information contained in this Proxy Statement and the matters to be voted on at the Annual Meeting may not be as extensive as the information and proxy proposals submitted by other public companies that are not smaller reporting companies.

Stockholders are entitled to cast one vote per share of common stock on each matter presented at the Annual Meeting. For a period of ten (10) days preceding the Annual Meeting, a list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for a purpose related to the Annual Meeting at 3 Garret Mountain Plaza, Suite 401,Woodland Park, New Jersey 07424. To the extent office access is impracticable due to the COVID-19 pandemic, you may email us at bbell@anterix.com. The list of stockholders will also be available during the virtual Annual Meeting through the meeting website atwww.virtualshareholdermeeting.com/ATEX2020.

There are four proposals scheduled to be voted on at the Annual Meeting:

Our Board recommends a vote “FOR” each of the director nominees in proposal 1, “FOR” proposals 2 and 3, and “ONE YEAR” for proposal 4 listed above.

Nominees for the Board will be elected if more votes are cast in favor of the nominee than are cast against the nominee by the holders of shares present and voting or represented by proxy and entitled to vote at the Annual Meeting. Each other matter to be voted upon

at the Annual Meeting requires the affirmative vote of a majority of the shares of Common Stock present or represented by proxy and entitled to vote.

We are currently unaware of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted your proxy, the persons named in your proxy will have the discretion to vote on those matters for you, provided that they will not vote in the election of directors for any nominee(s) from whom authority to vote has been withheld.

VOTE REQUIRED

Under our Amended and Restated Certificate of Incorporation, as amended, and our Amended and Restated Bylaws, as amended, in an uncontested election, directors are elected by the vote of the majority of the votes cast with respect to such director. This means that the number of shares voted “FOR” a nominee for election as director must exceed the number of votes cast “AGAINST” that director nominee.  If you hold your shares through a broker, bank, trust, or other nominee and you do not instruct the broker, bank, trustee, or nominee on how to vote on this proposal, your broker, bank, trustee, or nominee will not have authority to vote your shares.  Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum, but will not be considered as votes cast for or against any director nominee, and therefore will not have any effect on the outcome of this proposal.

We have also implemented a policy for director resignations, applicable if an incumbent director nominee receives less than a majority of votes cast in an uncontested election. For more information, see “Proposal One—Election of Directors” in this Proxy Statement.

The Board recommends a vote “FOR” all nominees.  For more information, see “Proposal One —Election of Directors.”

If a quorum is present, the affirmative vote of a majority of the votes cast at the Annual Meeting is required for ratification ofratifying Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2021.  Abstentions will be counted as present for purposes of determining the presence of a quorum but will not be considered as votes cast for or against this proposal and will, therefore, have no effect on the outcome of the vote.

The Board of Directors recommends a vote “FOR” the ratification of Grant Thornton LLP, our independent registered public accounting firm for the fiscal year ending March 31, 2021.  For more information, see “Proposal Two—Ratification of Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm.”

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve, on an advisory, non-binding basis, the compensation of our named executive officers, as described in this Proxy Statement. Abstentions and broker non-votes will not affect the outcome of this proposal, other than counting towards the quorum of the Annual Meeting. This vote is advisory, and therefore, not binding on our compensation committee or our Board. Our Board and our Compensation Committee value the opinions of our stockholders, however, and will carefully review and consider the voting results when evaluating our executive compensation programs.

Our Board of Directors recommends a vote “FOR” the approval, on an advisory, non-binding basis, of the compensation of our named executive officers. For more information, see “Proposal Three —Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers” in this Proxy Statement.

The frequency of one year, two years or three years that receives the affirmative vote of a majority of votes cast will be deemed to be the recommended frequency, on an advisory, non-binding basis, of future advisory votes on the compensation of our named executive officers. You may vote for a frequency of future stockholder votes on executive compensation of every “ONE YEAR,” “TWO YEARS,” or “THREE YEARS” or “ABSTAIN.” If no frequency receives the foregoing vote, then we will consider the option of one year, two years or three years that received the highest number of votes cast to be the frequency recommended by stockholders. Abstentions and broker non-votes will not affect the outcome of this proposal, other than counting towards the quorum of the Annual Meeting. This vote is advisory, and therefore, not binding on our compensation committee or our Board. Our Board and our Compensation Committee value the opinions of our stockholders, however, and will carefully review and consider the voting results when considering the frequency of future advisory votes on the compensation of our named executive officers. 

The Board of Directors recommends a vote of “ONE YEAR” for the frequency of future advisory, non-binding vote on the compensation of our named executive officers. For more information, see “Proposal Four — Non-Binding Advisory Vote on the Frequency of Future Non-Binding Advisory Votes to Approve the Compensation of our Named Executive Officers” in this Proxy Statement. 

Voting Instructions

If you are a stockholder of record, you can vote in the following ways:

Shares held in your name as the stockholder of record may be voted at the virtual Annual Meeting. Even if you plan to attend the virtual Annual Meeting, we encourage you to vote in advance by internet, telephone or mail so that your vote will be counted in the event you later are unable to participate in the Annual Meeting.

If your shares are held in street name, please follow the separate voting instructions you receive from your broker, bank, trustee, or other nominee. Shares held in street name may be voted at the Annual Meeting only if you obtain a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares.

All shares represented by a proxy will be voted at the Annual Meeting, and where a stockholder specifies a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made.  If a stockholder does not indicate a choice on the proxy card, the shares will be voted in favor of the election of the nominees for director contained in this Proxy Statement, in favor of ratifying Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2021, in favor of approving, on an advisory, non-binding basis, the compensation of our named executive officers, and in favor of one year as the preferred frequency of future advisory, non-binding votes of the compensation of our named executive officers.2023. If any other business may properly come before the Annual Meeting, the proxies are authorized to vote inat their discretion, provided that they will not vote in the election of directors for any nominee(s) from whom authority to vote has been withheld.