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August 9, 2023
Michael T. Prior
Chief Executive Officer
ATN International, Inc.
500 Cummings Center, Suite 2450
Beverly, MA 01915
Re: ATN International,
Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 27,
2023
File No. 001-12593
Dear Michael T. Prior:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments. Please respond to these comments by
confirming that you
will revise your future proxy disclosures in accordance with the topics
discussed below.
Definitive Proxy Statement on Schedule 14A Filed April 27, 2023
Pay Versus Performance Table, page 57
1. We note that you have
included graphical disclosure showing the relationship between
compensation actually
paid and Adjusted EBITDA, your Company-Selected Measure. It
appears, however, that
you have not provided the remaining relationship disclosures
required by Regulation
S-K Item 402(v)(5). Please provide this required disclosure in its
entirety. Although you
may provide this information graphically, narratively, or a
combination of the two,
this disclosure must be separate from the pay versus performance
table required by
Regulation S-K Item 402(v)(1) and must provide a clear description of
each separate
relationship indicated in Regulation S-K Item 402(v)(5)(i) - (iv). Please
note, it is not
sufficient to state that no relationship exists, even if a particular measure
is
not used in setting
compensation.
2. We note the inclusion
of charts that show the relationship between compensation actually
paid and each of
Revenue and High Speed Data Subscribers, although you do not provide
quantified disclosure
of those performance measures in the pay versus performance table.
If you choose to
include these additional measures in your relationship discussion, please
consider also providing
the disclosure about such measures consistent with the
disclosure required for
the Company-Selected Measures, including a discussion of how
the measure is
calculated from your audited financial statements. See Regulation S-K Item
Michael T. Prior
ATN International, Inc.
August 9, 2023
Page 2
402(v)(2)(vi). Please note that while you may voluntarily provide
supplemental measures
of compensation or financial performance, any such additional
disclosure must be clearly
identified as supplemental, not misleading, and not presented with
greater prominence
than the required disclosure.
3. Refer to the table on the bottom of page 57 providing calculations
pursuant to Regulation
S-K Item 402(v)(2)(iii). It is not clear from the column headings
which of the relevant
calculations are presented. For example, the column "Year End Equity
Value" should
clearly indicate that it relates to equity awards made during the
relevant year, if true.
Likewise, a calculation representing a "change in value" should
clearly indicate the dates
from and to which you are measuring the change. For guidance, refer to
Regulation S-K
Compliance and Disclosure Interpretations Questions 128D.03 and
128D.04.
4. We note footnote (g) to your pay versus performance table states that
Russell 2000
Index is your peer group for purposes of your total shareholder return
comparison. This
index appears to be a broad equity market index used for purposes of
Regulation S-K Item
201(e)(1)(i) and not the index or issuers used by you for purposes of
Regulation S-K Item
201(e)(1)(ii). Please ensure that your peer group total shareholder
return column and
related disclosure uses the same index or issuers used for purposes of
Regulation S-K Item
201(e)(1)(ii) or the companies you use as a peer group for purposes of
disclosure under
Regulation S-K Item 402(b).
Please contact Alexandra Barone at 202-551-8816 or Amanda Ravitz at
202-551- 3412
with any questions.
FirstName LastNameMichael T. Prior Sincerely,
Comapany NameATN International, Inc.
Division of
Corporation Finance
August 9, 2023 Page 2 Disclosure Review
Program
FirstName LastName