Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

o Definitive Additional Materials

þ Soliciting Material Pursuant to § 240.14a-12

NII Holdings, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.



(1)	Title of each class of securities to which transaction applies:

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(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined:)

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o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

In connection with its 2017 Annual Meeting of Stockholders, NII Holdings, Inc. (the “Company”) has filed a proxy statement and other documents regarding the 2017 Annual Meeting with the Securities and Exchange Commission and has mailed or emailed the definitive proxy statement and a proxy card to each stockholder of record entitled to vote at the 2017 Annual Meeting. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other documents relating to the 2017 Annual Meeting can be obtained free of charge from the SEC’s website at http://www.sec.gov . These documents can also be obtained free of charge from the Company at www.proxyvote.com .

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the 2017 Annual Meeting. Information regarding the Company’s directors and executive officers is available in the Company’s 2016 Annual Report on Form 10-K, which was filed with the SEC on March 9, 2017. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the proxy statement and other relevant materials filed with the SEC.

The following is an electronic communication sent to employee stockholders of the Company:

NII HOLDINGS, INC.

2017 Annual Meeting

May 24, 2017

Important proxy voting material is ready for your action.

Three Ways to Vote

Now via ProxyVote

At the Meeting

By Phone 1.800.690.6903 Vote by May, 23, 2017 11:59 PM ET

Dear Colleagues,

As a stockholder of NII Holdings, Inc. your shares of restricted stock provide you with a vote on matters up for consideration at our annual meeting of stockholders. We will hold the 2017 Annual Meeting of Stockholders on May 24, 2017. Included in this email are links to the proxy statement for our 2017 Annual Meeting of Stockholders and Form 10-K for the fiscal year ended December 31, 2016, as well as instructions on how to vote your shares.

You are being asked to:

1. Elect seven directors for a one-year term ending 2018;

2. Provide an advisory vote to approve the compensation of our named executive officers; and

3. Ratify the appointment of KPMG LLP as NII’s independent registered public accounting firm for fiscal year 2017.

The Board of Directors recommends that you vote:

FOR the nominees for director;

FOR the approval, on an advisory basis, of the compensation of the Company's named executive officers; and

FOR the ratification of the appointment of KPMG LLP as NII's independent registered public accounting firm.

Your vote is very important, and we ask that you please vote as soon as possible . Should you have any questions, please contact me at shana.smith@nii.com or 703.390.7286.