重大事件
即時報告
8-K
2026-08-06
Anterix股東會通過增發100萬股激勵計劃 薪酬議案獲大比數支持
AI 繁中摘要
📋 美國證交會 8-K 申報摘要(2026年8月4日)
Anterix Inc.(納斯達克:ATEX)於2026年8月4日召開股東週年大會,並向美國證交會提交 8-K 文件,披露多項經股東投票通過的重大事項。
🗳️ 股東投票重點:
1. **董事選舉**:7名獲提名董事全部成功當選,包括 Jeffrey A. Altman、Leslie B. Daniels、Mark A. Fleischhauer、William E. Heard、Thomas R. Kuhn、Scott A. Lang 及 Mahvash Yazdi,任期至2027年股東週年大會。所有候選人均獲超過反對票數的贊成票。
2. **2023股票計劃修訂案(Amendment No. 2)**:股東正式批准將 Anterix Inc. 2023年股票計劃可發行普通股股數增加**100萬股**。該修訂早前已於2026年6月22日獲董事會通過,現獲股東確認。此舉料用於未來股權激勵,或對現有股東構成輕微攤薄,但亦有助挽留及激勵管理層。
3. **高層薪酬諮詢投票(Say-on-Pay)**:以壓倒性票數(14,641,617 贊成 vs 15,894 反對)通過,反映投資者對現有薪酬安排的支持。
4. **諮詢投票頻率**:股東選擇「每年一次」進行高層薪酬諮詢投票(14,425,357票支持1年),符合主流企業管治慣例。
5. **核數師委任**:正式批准續聘 Deloitte & Touche LLP 為截至2027年3月31日止財政年度的獨立註冊會計師事務所(17,331,529 票贊成)。
📊 會議出席情況:截至2026年6月11日記錄日期,公司已發行及可投票普通股共 19,261,270 股,現場或委託代表出席股份達 17,347,869 股,相當於約 **90.06%** 的法定投票權,出席率理想。
🔍 投資者影響分析:是次 8-K 並無透露具體財務業績或管理層展望,重點在於企業管治及股權激勵安排。增加股票計劃額度反映公司正為未來增長預留激勵空間,惟需留意潛在攤薄效應。整體而言,各項議案均獲大比數支持,顯示股東對現行董事會及管理層方針投下信心一票。
展開英文正文
atex-20260804FALSE00013044923 Garret Mountain PlazaSuite 401Woodland ParkNJ00013044922026-08-042026-08-04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2026 Anterix Inc. (Exact name of registrant as specified in its charter) Delaware001-3682733-0745043 (State or other jurisdiction (Commission File Number)(IRS Employer of incorporation)Identification No.) 3 Garret Mountain Plaza Suite 401 Woodland Park, NJ 07424 (Address of principal executive offices)(Zip Code) (973) 771-0300 Registrant’s telephone number, including area code Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b)) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading symbolName of Each Exchange on which registered Common Stock, $0.0001 par valueATEX The Nasdaq Stock Market LLC (NASDAQ Capital Market) Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 4, 2026, the stockholders of Anterix Inc. (the “Company”) approved Amendment No. 2 (the “Plan Amendment”) to the Anterix Inc. 2023 Stock Plan (the “2023 Plan”) at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Plan Amendment, which had been previously adopted by the Company’s Board of Directors on June 22, 2026, increases the number of shares of common stock (the “Common Stock”) available for issuance under the 2023 Plan by 1.0 million shares. The foregoing description of the terms and conditions of the Plan Amendment is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. On August 4, 2026, the Company held its Annual Meeting virtually commencing at 9:30 a.m. Eastern Time. Of the 19,261,270 shares of the Company’s Common Stock issued and outstanding and eligible to vote as of the record date on June 11, 2026, a quorum of 17,347,869 shares of Common Stock, or approximately 90.06% of the eligible shares of Common Stock, were represented at the Annual Meeting either in person or by proxy. A description of each matter voted upon at the Annual Meeting is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 25, 2026 (the “Proxy Statement”). The following actions were taken at the Annual Meeting: (1) Election of Directors. The Company’s stockholders elected Jeffrey A. Altman, Leslie B. Daniels, Mark A. Fleischhauer, William E. Heard, Thomas R. Kuhn, Scott A. Lang and Mahvash Yazdi as directors, to hold office until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Each director nominee received more “FOR” votes than “AGAINST” votes, and more than a majority of the votes cast. The following table shows the number of votes cast “FOR” or “AGAINST” and the number of “ABSTENTIONS” and “BROKER NON-VOTES” for each nominee: DirectorForAgainstAbstentionsBroker Non-Votes Jeffrey A. Altman14,431,328226,3841,6462,688,511 Leslie B. Daniel13,031,0561,626,2592,0432,688,511 Mark A. Fleischhauer14,620,88537,4291,0442,688,511 William E. Head14,644,96913,3451,0442,688,511 Thomas R. Kuhn14,591,03667,1521,1702,688,511 Scott A. Lang14,606,82651,4891,0432,688,511 Mahvash Yazdi14,552,331105,9981,0292,688,511 (2) Advisory Vote on the Compensation of the Named Executive Officers. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The following table shows the tabulation of the votes cast “FOR” and “AGAINST” this proposal as well as the “ABSTENTIONS” and “BROKER NON-VOTES” submitted on this proposal: ForAgainstAbstentionsBroker Non-Votes 14,641,61715,8941,8472,688,511 (3) Amendment No. 2 to the Anterix Inc. 2023 Stock Plan. The Company’s stockholders approved the Plan Amendment. The following table shows the tabulation of the votes cast “FOR” and “AGAINST” this proposal as well as the “ABSTENTIONS” and “BROKER NON-VOTES” submitted on this proposal: ForAgainstAbstentionsBroker Non-Votes 13,558,2801,099,1251,9532,688,511 (4) Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Named Executive Officers. The Company’s stockholders approved, on a non-binding, advisory basis, the recommended frequency of one year for future advisory votes on the compensation of the Company’s named executive officers. The following table shows the tabulation of the votes cast for ““1 YEAR”, “2 YEARS” and “3 YEARS” as well as the “ABSTENTIONS” and “BROKER NON-VOTES” submitted on this proposal: 1 Year2 Years3 YearsAbstentionsBroker Non-Votes 14,425,35712,775219,7651,4612,688,511 (5) Ratification of Auditors. The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027. The following table shows the tabulation of the votes cast “FOR” and “AGAINST” this proposal as well as the “ABSTENTIONS” submitted on this proposal: ForAgainstAbstentions 17,331,52961815,722 No other items were presented for stockholder approval at the Annual Meeting. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No.Description 10.1Amendment No. 2 to the Anterix Inc. 2023 Stock Plan incorporated by reference from Appendix A to the Company’s Definitive Proxy Statement filed on June 25, 2026 (File No. 001-36827). 104Cover Page Interactive Data File (formatted as Inline XBRL) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Anterix Inc. Date: August 6, 2026 /s/ Gena L. Ashe Gena L. Ashe Chief Legal Officer and Corporate Secretary `