TABLE OFCONTENTS

PROXY SUMMARY

We provide the below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and CommScope 20192020 Annual Report before you vote.

The Annual Meeting

Proposals Up for Vote

The following proposals will be voted on at the Annual Meeting of Stockholders.

How to Cast Your Vote

Your vote is important! Please cast your vote and play a part in the future of CommScope.

Stockholders of record, who hold shares registered in their names, can vote by:

Internet at	calling 1-800-PROXIES		mail
www.voteproxy.com
Internet at		calling 1-800-PROXIES		mail
www.voteproxy.com		toll-free from the		return the signed
		United States or Canada		proxy card

The deadline for voting online or by telephone is 11:59 p.m. EDT, Eastern Time, on May 7, 2020.3, 2021. If you vote by mail, your proxy card must be received before the annual meeting.Annual Meeting.

Beneficial owners, who own shares through a bank, brokerage firm or other financial institution, can vote by returning the voting instruction form or by following the instructions for voting via telephone or the Internet provided by their bank, broker or other organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all your shares.

If you are a stockholder of record or a beneficial owner who has a legal proxy to vote the sharesand has registered in advance with AST and received a control number to attend the virtual Annual Meeting, you may choose to vote in person at the annual meeting. virtual Annual Meeting. Even if you plan to attend our annual meeting in person,virtual Annual Meeting, please cast your vote as soon as possible.

See the “Questions and Answers About the Annual Meeting and Voting” section beginning on page 8 for more details.

Board Nominees (page 17)24)

CommScope’s Board of Directors currently has eleventwelve members, nineeleven of whom are currently divided into three classes with staggered three-year terms and twoone of whom are designeesis a designee of Carlyle under the terms of the Investment Agreement with Carlyle dated November 8, 2018 (Investment Agreement) and serve serves a one-year terms. term. There is also currently one vacancy, which is to be filled by Carlyle in accordance with the terms of the Investment Agreement. The following table provides summary information about each director including the nominees standing for re-election to the Board of Directors.

Financial Performance Highlights (page 48)53)

(1)	See reconciliation of Non-GAAP financial measures included in Appendix A.

Executive Compensation Program Highlights(page 49)53)

Our executive compensation approach is straightforward and supports our pay-for-performance philosophy:

The principal objectives of our NEO pay include:

Compensation that varies based on company performance and/or changes in our stock price is considered at-risk.

PROXY SUMMARY

Elements of our Executive Compensation Program(page 54)

The following table summarizes the primary elements of our executive compensation program for 2019.2020. Please see our Compensation Discussion and Analysis beginning on page 47.50.

Corporate Governance Highlights (page 16)20)

We are committed to strong corporate governance, which we believe is important to the success of our business. Our corporate governance practices are described in greater detail in the “Corporate Governance Matters and Committees of the Board of Directors” section. Highlights include:

PROXY SUMMARY

Corporate Responsibility Environmental and Sustainability Highlights

At CommScope, we believe that corporate responsibility and sustainability means making decisions that have a positive long-term impact on our people, planet, and bottom line. Our company-wide sustainability mission is to enable faster, smarter, and more sustainable solutions while demonstrating the utmost respect for our human and natural resources. We are accomplishing this mission by utilizing innovative technology, intelligent engineering, and energy efficient design to build sustainable networks that make our customers more agile, while at the same time preserving the natural ecosystems in which we operate and from which we source our raw materials. While we may provide technological solutions, it is our people who make the real difference in our communities. Their commitment to our customers, fellow employees, and the communities in which they live and work drives them to provide creative solutions, services, and practices that are safe and sustainable for our environment and future generations.

At CommScope, we understand how important it is to consider the larger impact of our actions beyond the balance sheet. The current COVID-19 pandemic has highlighted the correlation between good sustainability performance and business resilience while also stressing how fundamental connectivity is to global societies and economies. Through our products and services, CommScope’s relentless focus on creating the worlds most advanced networks has ensured the operation of emergency services, enabled families and friends to stay connected and supported workforces to continue working productively.

We believe that acting with integrity includes creating a culture that values the unique perspectives and contributions of all employees. Diversity, equity and inclusion have become essential and mainstream parts of CommScope’s business model and success. Through programs like our Diversity & Inclusion Business Network (DIBN) we seek to embrace and leverage our diverse employee base to create a more engaged workforce and ultimately deliver business success.

We are proud of CommScope’s significant standing in one of the world’s most vital and dynamic industries. We push ourselves and our thinking for the purpose of creating a better and sustainable tomorrow. For the sake of our current and future generations, we will continue to grow as a sustainable, environmentally conscious business that benefits the whole planet.

Through this materiality assessment process, CommScope took a thoughtful and comprehensive approach in determining how to focus its Corporate Responsibility and Sustainability strategy to drive the most impactful actions for improvement while also aligning with the United Nations (UN) Sustainable Development Goals (SDGs). The results of the materiality assessmentManagement and strategy will be available in 2020.Oversight Structure

CR&S Management Structure

As a global company, CommScope is exposed to risks at many levels. We are governed by threeCommScope’s Board of Directors has ultimate responsibility for Environmental, Social, and Governance (ESG) policies and practices but has delegated specific oversight of these risk areas to various Board committees. For example, the Audit Committee has oversight of our ethics and compliance program, and the Nominating and Governance Committee has responsibility for our environmental and social responsibility program. CommScope’s Corporate Ethics and Compliance Officer provides regular updates to the Audit Committee and Board on the Company’s activities in these areas. In addition, management-led teams to create, direct and implement our sustainability strategy and maintain a thorough system of checks and balances designed to minimize social, environmental, physical and ethical risks.

1. Ethics, Compliance and Sustainability Executive Council – comprising individuals of our senior management team.

2. CoRe Team – members represent Corporate Responsibility & Sustainability; Legal Affairs; Human Resources; Environment, Health and Safety; Business Continuity; Corporate Communications and Supplier Quality.

3. Facilities Teams – cross-functional teams include roles like site director, HR manager, ethics officer, EHS specialist and supplier quality engineer(s).

For additional information, see our Corporate Responsibility & Sustainability pages on the CommScope website:

https://www.commscope.com/About-Us/Corporate-Responsibility-and-Sustainability/.

Corporate Responsibility and Sustainability Key Achievements

PROXY STATEMENT

Annual Meeting of Stockholders

May 8, 20207, 2021

This Proxy Statement is being furnished to the stockholders of the Company in connection with the solicitation of proxies by the Board of Directors for use at the Annual Meeting, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of 20202021 Annual Meeting of Stockholders. The Annual Meeting will be held on May 8, 20207, 2021 at 1:00 p.m., local time,Eastern Time. Due to the public health impact of the COVID-19 pandemic, to support the health and well-being of our stockholders, and to provide expanded access to our Annual Meeting to stockholders who would not otherwise be able to attend, the 2021 Annual Meeting will be held solely on the Internet by virtual means. Information regarding how to access and vote at WSFS Bank Center, 500 Delaware Avenue, Suite 1500, Wilmington, DE 19801.or participate in the virtual Annual Meeting is provided herein and in the accompanying Notice of 2021 Annual Meeting of Stockholders.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why did I receive a Notice of Internet Availability of Proxy Materials?

You are receiving this Proxy Statement because you owned shares of CommScope common stock or Series A Convertible Preferred Stock at the close of business on March 10, 2020[●], 2021 (Record Date), and that entitles you to vote at the Annual Meeting. By use of a proxy, you can vote whether or not you attend the Annual Meeting.

We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. On or about March 25, 2020,[●], 2021, we mailed a Notice to our stockholders. The Notice contains instructions about how to access our proxy materials and vote via the Internet or telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise.

Who is entitled to vote at the Annual Meeting?

Holders of our common stock and/or our Series A Convertible Preferred Stock outstanding at the close of business on the Record Date are entitled to vote their shares at the Annual Meeting. As of the Record Date, 195,284,390[●] shares of our common stock were issued and outstanding. Each share of our common stock is entitled to one vote on each matter properly brought before the Annual Meeting and on which holders of common stock are entitled to vote.

Each record holder of Series A Convertible Preferred Stock will have a number of votes equal to the largest number of whole shares of common stock into which such shares are convertible on the Record Date on each matter that is properly brought before the Annual Meeting and on which holders of Series A Convertible Preferred Stock are entitled to vote together with common stock as a single class. In addition, each holder of record of Series A Convertible Preferred Stock will have one vote for each share of Series A Convertible Preferred Stock on each matter that is properly brought before the Annual Meeting and on which holders of Series A Convertible Preferred Stock are entitled to vote separately, as a class. As of the

PROXY STATEMENT

Record Date, there were 1,000,000[●] shares of Series A Convertible Preferred Stock outstanding, which were convertible into 36,363,636[●] shares of common stock.

The presence at the Annual Meeting in person or by proxy of the holders of record of a majority in voting power of the shares entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting.

What will I be voting on at the Annual Meeting and how does the Board recommend that I vote?

The holders of shares of Series A Convertible Preferred Stock are being asked to vote on:

The holders of shares of common stock and shares of Series A Convertible Preferred Stock, voting together as a single class, are being asked to consider and vote on the following items:

		2021 Proxy Statement		12

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC,AST, you are considered, with respect to those shares, the “stockholder of record.” The Proxy Statement has been or will be sent directly to you. If you are a “stockholder of record,” you can find your voter control number on your original proxy card or Notice of Internet Availability of Proxy Materials. This voter control number will allow you to access, participate in, and vote at our virtual Annual Meeting.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of those shares held in street name. The Proxy Statement has been or will be sent to you by your broker, bank or other holder of record who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote the shares in your account. If you are a “beneficial owner” and you wish to participate in or vote at our virtual Annual Meeting, you will need to obtain a legal proxy from your broker, bank or other holder of record and register for the virtual Annual Meeting in advance with AST. For more information about the registration process, see “How do I vote?” below.

How do I vote?

Stockholder of Record. If you are a stockholder of record, you may vote by using any of the following methods:

PROXY STATEMENT

•

By Telephone. You may vote by proxy by calling the toll-free telephone number shown on the proxy card and following the recorded instructions.

Beneficial Owners. If you are a beneficial owner of shares, you may vote by using any of the following methods:

Through the Internet. You may vote by proxy through the Internet by following the instructions provided in this Proxy Statement and the voting instruction form provided by your broker, bank or other holder of record.

What vote is required to approve each proposal?

The following table summarizes the votes required for passage of each proposal and the effect of abstentions and broker non-votes.

Will I be able to ask questions at the Annual Meeting?

Yes. We expect that our directors and executive officers, as well as representatives of our independent registered public accounting firm, will attend the virtual Annual Meeting and be available to answer questions. We will provide our stockholders who register in advance in accordance with the instructions provided herein (see “What do I need to do to attend the meeting?” above) the opportunity to ask questions and make statements about a proposal during the formal business of the meeting. Questions and comments of a proxy from a stockholder must presentgeneral nature will be held until after the proxy card, properly executed, and a copyconclusion of the proofformal business of ownership. Stockholdersthe Annual Meeting. Instructions for submitting questions and proxy holders must also present a formmaking statements will be posted on the virtual meeting website. This question and answer session will be conducted in accordance with certain Rules of photo identificationConduct. These Rules of Conduct will be posted on the virtual meeting website, and may include certain procedural requirements, such as a driver’s license. Welimiting repetitive or follow-up questions, so that more stockholders will be unablehave an opportunity to admit anyone who does not present identification or refuses to comply with our security procedures.ask questions.

Is there a list of stockholders entitled to vote at the Annual Meeting?

A list of stockholders entitled to vote at the Annual Meeting will be available atto any stockholder attending the meeting and for ten days prior to the meeting, between the hours of 8:00 a.m. and 4:00 p.m. Eastern Time, at our offices at 1100 CommScope Place, SE, Hickory, North Carolina 28602. If you would like to view the stockholder list, please contact our Corporate Secretary to schedule an appointment.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

To reduce costs and reduce the environmental impact of our Annual Meeting, we have adopted a procedure approved by the Commission called “householding.” Under this procedure, stockholders of record who have the same address and last name will receive only a single copy of our Proxy Statement and 20192020 Annual Report, unless we have received contrary instructions from such stockholder. Stockholders who participate in householding will continue to receive separate proxy cards and Notices.

We will promptly deliver, upon written or oral request, individual copies of the proxy materials to any stockholder that received a household mailing. If you are a stockholder of record and would like an additional copy of the Proxy Statement or 20192020 Annual Report, please contact our Corporate Secretary by mail at 1100 CommScope Place, SE, Hickory, North Carolina 28602 or by phone at (828) 324-2200. If you are a beneficial owner, you may contact the broker or bank where you hold the account.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of our Proxy Statement and Annual Report, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of each of these

PROXY STATEMENT

documents for your household, please contact our Corporate Secretary by mail at 1100 CommScope Place, SE, Hickory, North Carolina 28602 or by phone at (828) 324-2200.

Could other matters be decided at the Annual Meeting?

As of the date of this Proxy Statement, our Board is not aware of any matters, other than those described in this Proxy Statement, which are to be voted on at the Annual Meeting. If any other matters are properly raised at the Annual Meeting, however, the persons named as proxy holders intend to vote the shares represented by your proxy in accordance with their judgment on such matters.