Supplement to the Proxy Statement of Alaska Communications Systems Group, Inc.
The information contained in this supplement (this
Supplement
) amends, supplements and, to the extent inconsistent, supersedes the
corresponding information in the Notice of Annual Meeting of Stockholders and Definitive Proxy Statement (the
Proxy Statement
) of Alaska Communications Systems Group, Inc., a Delaware corporation (the
Company
),
and the related proxy card (the
Proxy Card
) filed with the Securities and Exchange Commission (the
SEC
) on May 11, 2018 and previously sent to the stockholders of the Company, in connection with the
solicitation of proxies on behalf of the Board of Directors of the Company (the
Board
) for use at the Companys 2018 Annual Meeting of Stockholders and at any adjournment, postponement, continuation or rescheduling thereof
(the
2018 Annual Meeting
). The date of this Supplement is June 4, 2018.
The 2018 Annual Meeting will be held at 3:00 p.m. Alaska
daylight time, on Monday, June 25, 2018, at the Alaska Communications Business and Technology Center located at 600 36th Avenue, Anchorage, Alaska 99503, which is the same time, date and place information specified in the Proxy Statement. The
record date for the determination of stockholders who are entitled to notice of and to vote at the 2018 Annual Meeting, and at any adjournment, postponement, continuation or rescheduling thereof, is the close of business on May 11, 2018, which
is the same record date specified in the Proxy Statement.
This Supplement should be read in conjunction with the Proxy Statement. Capitalized terms used
in this Supplement that are not defined herein have the meanings given to them in the Proxy Statement. Complete copies of this Supplement, the Proxy Statement, the Companys 2017 Annual Report on Form
10-K
and the Companys Form
10-K/A
are available at
www.sec.gov
and
www.proxydocs.com/alsk.
Vote Required to Elect Directors
As noted in the Proxy
Statement, the Company has adopted majority voting in the election of directors at meetings of stockholders that do not involve a Contested Election (as defined in the Companys Amended and Restated Bylaws). Accordingly, since the
2018 Annual Meeting is not a Contested Election, each of the eight (8) director nominees recommended by the Board must receive an affirmative vote from a majority of the shares of Common Stock that are present in person or by proxy
at the 2018 Annual Meeting and entitled to vote on that director. Had the 2018 Annual Meeting been a Contested Election, directors would have been elected by a plurality of the votes cast.
As disclosed in the Proxy Statement, on May 9, 2018, the Company entered into a Cooperation Agreement (the
Cooperation Agreement
) with
TAR Holdings LLC, Karen S. Singer, Gary A. Singer, and Julian D. Singer (collectively, the
Singer Group
). The execution of the Cooperation Agreement with the Singer Group removed any possibility that the 2018 Annual Meeting would
be a Contested Election and, accordingly, any possibility that directors would be elected at the 2018 Annual Meeting by a plurality of the votes cast.