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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):
April
1, 2026
ATN INTERNATIONAL, INC.
(Exact name of registrant as specified in
its charter)
| Delaware |
|
001-12593 |
|
47-0728886 |
| (State or other |
|
(Commission File Number) |
|
(IRS Employer |
| jurisdiction of incorporation) |
|
|
|
Identification No.) |
500 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):
| ¨ | 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) |
| ¨ | 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)) |
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common Stock, par value $.01 per share |
|
ATNI |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company 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. o
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 7, 2026, the Board of Directors (the “Board”)
of ATN International, Inc. (the “Company”) announced that Naji N. Khoury has been appointed (the “Appointment”)
President and Chief Executive Officer (“CEO”) to be effective as of April 20, 2026 (the “Effective Date”).
Mr. Khoury, 59, previously served as the CEO of Liberty Communications
Puerto Rico from 2012 to 2024 and as a member of the Executive Leadership Team of Liberty Latin America Ltd. (“Liberty”) from
2018 to 2024. Mr. Khoury joined Liberty in 2010 as the Managing Director of Liberty Cable Puerto Rico. Prior to Liberty, Mr. Khoury spent
a decade holding several leadership positions at Centennial Communications, most recently serving as its Senior Vice President of Marketing,
Business Development and Customer Service. Mr. Khoury earned a Master’s degree in engineering from The Johns Hopkins University
and a Bachelor of Science degree in electrical engineering from Syracuse University.
There are no arrangements or understandings between Mr. Khoury and
any other person pursuant to which Mr. Khoury was appointed principal executive officer. Mr. Khoury does not have any direct or indirect
material interests in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor does he have any family
relationships with any of the Company’s directors or executive officers.
In connection with the Appointment, the Board approved Mr. Khoury’s
compensation, as set forth in that certain Offer of Employment Letter, dated as of April 1, 2026 (the “Offer Letter”). Beginning
on the Effective Date, Mr. Khoury will receive an annual base salary of $600,000 for his services as President and CEO and will be eligible
to receive an annual cash performance bonus of up to 150% of his base salary (pro-rated for calendar year 2026), with the actual amount
of such bonus to be determined by the Board based upon, among other things, achievement of the corporate and individual performance objectives
approved by the Compensation Committee of the Board (the “Compensation Committee”). Notwithstanding the foregoing, pursuant
to the Offer Letter, Mr. Khoury’s 2026 annual cash performance bonus will not be less than 60% nor more than 100% of his pro-rated
target bonus and is subject to his continued employment through the payout date.
The Offer Letter also provides that Mr. Khoury will be eligible to
receive annual equity awards. For 2026, he will receive an equity award (the “2026 Equity Award”) with a grant date fair value
of $2,000,000, based upon the average closing price of the Company’s common stock for the 20 trading days prior to and including
the Friday before grant approval. The 2026 Equity Award will consist of 50% time-based restricted stock units (“RSUs”) and
50% performance-based performance stock units (“PSUs”), with the RSUs vesting in equal annual installments on each of the
first, second, third, and fourth anniversaries of the grant date and the PSUs vesting based upon the Company’s total shareholder
return relative to the Russell 2000 measured over a three-year performance period .
Pursuant to the Offer Letter, Mr. Khoury will also be eligible to receive
an aggregate of $135,000 (the “Relocation Payment”) to cover certain relocation and temporary housing expenses. The Relocation
Payment will be paid in three installments, provided that Mr. Khoury remains employed by the Company on the applicable payment date, and
is subject to recoupment under certain circumstances as set forth in the Offer Letter.
Mr. Khoury will also be eligible to participate in all benefit plans
of the Company that are generally available to the Company’s senior executives, and will be subject to the Company’s Executive
Compensation Recoupment Policy.
The Company and Mr. Khoury also entered into the Company’s standard
form of Restrictive Covenants Agreement, which includes customary confidentiality, non-solicitation, and non-competition restrictive covenants
in favor of the Company (the “Restrictive Covenants Agreement”). It is anticipated that the Company and Mr. Khoury also will
enter into an Executive Severance Agreement on the Company’s standard terms (the “Severance Agreement”). In accordance
with Instruction 2 to Item 5.02 of Form 8-K, the Company intends to file an amendment to this Current Report on Form 8-K if and when the
Severance Agreement is finalized and executed.
Brad Martin, the Company’s current CEO, ceased to serve as the
Company’s principal executive officer and as a member of the Board, effective as of April 6, 2026. The Board intends to nominate
Mr. Khoury as a director, effective upon election by stockholders at its upcoming Annual General meeting on June 16, 2026. On April 6,
2026, the Company and Mr. Martin entered into that certain Consulting Services Agreement (the “Consulting Agreement”), pursuant
to which Mr. Martin has agreed to provide certain support services in connection with the leadership transition during the period beginning
April 7, 2026 and ending May 31, 2026. In consideration of such services, the Company will pay Mr. Martin $25,000 in two equal installments
on April 30, 2026 and May 31, 2026. For the avoidance of doubt, the payments pursuant to the Consulting Agreement are in addition to,
and not in lieu of, any benefits that Mr. Martin may be entitled to pursuant to that certain Executive Severance Agreement, by and between
the Company and Mr. Martin, effective January 1, 2024, subject to his timely execution and non-revocation of a release and waiver of claims
in favor of the Company. The Company thanks Mr. Martin for his many years of service.
The foregoing summaries of the Offer Letter, the Restrictive Covenants
Agreement, and the Consulting Agreement do not purport to be complete and are qualified in their entireties by reference to the full texts
of the Offer Letter, the Restrictive Covenants Agreement, and the Consulting Agreement, copies of which are filed as Exhibits 10.1, 10.2,
and 10.3 hereto, respectively, and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 7, 2026, the Company issued a press release regarding the
Appointment. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Exhibit 99.1 is furnished and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
| 10.1 |
Offer of Employment Letter, by and between the Company and Mr. Khoury, dated as of April 1, 2026. |
| 10.2 |
Restrictive Covenants Agreement, by and between the Company and Mr. Khoury, dated as of April 1, 2026. |
| 10.3 |
Consulting Services Agreement, by and between the Company and Mr. Martin, dated as of April 6, 2026. |
| 99.1 |
Press Release, dated April 7, 2026. |
| 104 |
Cover page formatted in 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.
| |
ATN INTERNATIONAL, INC. |
| |
|
|
| |
By: |
/s/ Carlos Doglioli |
| |
|
Carlos Doglioli |
| |
|
Chief Financial Officer |
| |
|
|
| Dated: April 7, 2026 |
|
|
Exhibit
99.1
ATN
International, Inc. Appoints New Chief Executive Officer
Beverly,
MA (April 7, 2026) – ATN International, Inc. (“ATN” or the “Company”) (Nasdaq: ATNI), a leading
provider of digital infrastructure and communications services, today announced its Board of Directors has appointed Naji Khoury
as President and Chief Executive Officer, effective April 20, 2026.
Mr. Khoury
succeeds Brad Martin, who is stepping down as Chief Executive Officer and member of the Company’s Board of Directors and will remain
in an advisory capacity through the end of May 2026 to support a smooth transition.
Mr. Khoury
is an industry leader with nearly 30 years of experience in the telecommunications sector. Prior to joining ATN, he spent 14 years at
Liberty Communications Puerto Rico, including the last six years as Chief Executive Officer, where he oversaw operations in Puerto Rico
and the U.S. Virgin Islands, significantly scaling the business through organic growth initiatives and acquisitions. Earlier in his career,
Mr. Khoury held senior leadership roles at Centennial Communications, a fixed and mobile carrier, and GE Capital Services within
its Spacenet subsidiary, a provider of satellite-based services.
“Naji
brings deep industry expertise and a proven track record in leadership, strategy, and operational execution,” said Michael Prior,
ATN’s Executive Chairman. “We are pleased to welcome him to ATN – his extensive experience in the telecommunications
industry and Caribbean markets positions us well for our next phase of growth and value creation. His background and strategic vision
make him well-suited to build on our recent network investments and strategic positioning to deliver long-term value for our customers,
employees, and stockholders.”
“I’m
honored to serve as ATN’s next Chief Executive Officer,” said Mr. Khoury. “ATN has a strong portfolio of
telecommunications businesses and an experienced team. I look forward to advancing our strategic priorities and serving our customers
and communities.”
Mr. Prior
concluded, “On behalf of the Board, I want to thank Brad for his leadership and many contributions during his tenure. Under
his guidance, ATN strengthened its operational processes and made significant investments in expanding and upgrading our fiber networks.
He leaves the Company with a strong foundation for the future, and we wish him continued success.”
About
ATN
ATN
International, Inc. (Nasdaq: ATNI), headquartered in Beverly, Massachusetts, is a leading provider of digital infrastructure and
communications services for all. The Company operates in the United States and internationally, including the Caribbean region, with
a focus on rural and remote markets with a growing demand for infrastructure investments. The Company’s operating subsidiaries
today primarily provide: (i) advanced wireless and wireline connectivity to residential, business, and government customers, including
a range of high-speed Internet and data services, fixed and mobile wireless solutions, and video and voice services; and (ii) carrier
and enterprise communications services, such as terrestrial and submarine fiber optic transport, and communications tower facilities.
For more information, please visit www.atni.com.
Cautionary
Language Concerning Forward-Looking Statements
This
press release contains forward-looking statements relating to, among other matters, the appointment of the Company’s Chief Executive
Officer, the transition of leadership responsibilities, as well as the Company’s business goals and objectives and expectations
regarding the Company’s future performance. These forward-looking statements are based on estimates, projections, beliefs,
and assumptions and are not guarantees of future events or results. Actual future events and results could differ materially from the
events and results indicated in these statements as a result of many factors, including, among others, (1) the general performance
of the Company’s operations, including operating margins, revenues, capital expenditures; (2) the loss of, or an inability
to recruit and retain, skilled personnel in the Company’s various operations, including key members of management; (3) the
Company’s ability to realize expansion plans for its markets; (4) the impact (if any) of geopolitical instability and U.S. military
presence in the Caribbean; (5) government regulation of the Company’s businesses, which may impact the Company’s
telecommunications licenses, the Company’s revenue and the Company’s operating costs; (6) the Company’s ability
to efficiently and cost-effectively upgrade the Company’s networks and information technology platforms to address rapid and
significant technological changes in the telecommunications industry; (7) the Company’s continued access to capital and credit
markets on terms it deems favorable; (8) ongoing risk of an economic downturn, political, geopolitical and other risks and opportunities
facing the Company’s operations; (9) the Company’s ability to find investment or acquisition or disposition opportunities
that fit the strategic goals of the Company; (10) the occurrence of weather events and natural catastrophes and the Company’s
ability to secure the appropriate level of insurance coverage for these assets; and (11) increased competition. These and other additional
factors that may cause actual future events and results to differ materially from the events and results indicated in the forward-looking
statements above are set forth more fully under Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K
for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026,
and the other reports the Company files from time to time with the SEC. The Company undertakes no obligation and has no intention to
update these forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors that may affect
such forward-looking statements, except as required by applicable law.
Investor
Relations Contacts
| Michele Satrowsky |
Kelley Buchhorn |
| SVP, Head of IR & Treasury |
Managing Director |
| ATN International, Inc. |
Three Part Advisors, LLC |
| IR@atni.com |
kbuchhorn@threepa.com |