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):  June 14, 2011

 

 

ATLANTIC TELE-NETWORK, INC.

(Exact name of registrant as specified in its charter)

 

 

600 Cummings Center

Beverly, MA 01915
(Address of principal executive offices and zip code)

 

(978) 619-1300
(Registrant’s telephone number, including area code)

 

N/A
(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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07               Submission of Matters to a Vote of Security Holders.

 

On June 14, 2011, Atlantic Tele-Network, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A summary of the matters voted upon by the stockholders at the Annual Meeting, each of which are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 2, 2011 (the “Proxy Statement”), is set forth below.

 

Proposal 1. Stockholders approved an amendment to the Company’s 2008 Equity Incentive Plan to increase the number of shares available for issuance under the plan. The voting results for the proposal were as follows:

 

For		Against		Abstain		Broker Non-Votes
11,836,387		1,326,535		729,754		815,850

 

Proposal 2. Stockholders, by advisory vote, approved the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results for the proposal were as follows:

 

For		Against		Abstain		Broker Non-Votes
12,714,326		305,182		873,168		815,850

 

Proposal 3. Stockholders, by advisory vote, determined to hold future advisory votes on the compensation of the Company’s named executive officers every three years. The voting results for the proposal were as follows:

 

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
5,333,226		142,091		7,553,633		863,726		815,850

 

In accordance with the Board of Directors’ recommendation and in light of the voting results above, the Company’s Board of Directors has determined that the Company will hold a triennial advisory vote on executive compensation until the next required advisory vote on the frequency of the vote on executive compensation, or until the Board of Directors determines it is in the best interest of the Company to hold such vote with different frequency.  An advisory vote on the frequency of future stockholder advisory votes on executive compensation is required to be held at least once every six years.

 

Proposal 4. Stockholder elected the persons whose names are set forth below as directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified. The voting results for each nominee were as follows:

 

		Number of Shares Voted For		Number of Shares Withheld		Number of Broker Non- Votes
Martin L. Budd		13,680,313		202,445		815,850
Thomas V. Cunningham		13,685,592		197,166		815,850
Michael T. Flynn		13,681,492		201,266		815,850
Cornelius B. Prior, Jr.		12,534,396		1,348,362		815,850
Michael T. Prior		12,808,802		1,073,956		815,850
Charles J. Roesslein		13,681,792		200,966		815,850
Brian A. Schuchman		12,129,188		1,753,570		815,850

 

Proposal 5. Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending December 31, 2011. The voting results for the proposal were as follows:

 

For		Against		Abstain		Broker Non-Votes
14,686,464		17,473		4,589		815,850

 

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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.

 

	ATLANTIC TELE-NETWORK, INC.
	By:	/s/ Justin D. Benincasa
		Justin D. Benincasa
		Chief Financial Officer
Dated:  June 16, 2011

 

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