UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

 INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Filed by the Registrant x

 

Filed by a Party other than the Registrant ¨

 

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12
     

GTT Communications, 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):

 

x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1) Title of each class of securities to which transaction applies:
     
  (2) Aggregate number of securities to which transaction applies:
     
  (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):
     
  (4) Proposed maximum aggregate value of transaction:
     
  (5) Total fee paid:
     
¨ Fee paid previously with preliminary materials.
¨ 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:

 

 

 

  

 

 

 

 

ANNUAL MEETING OF STOCKHOLDERS OF

GTT COMMUNICATIONS, INC.

May 27, 2020

PROXY VOTING INSTRUCTIONS

INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

Vote online/phone until 11:59 PM EST the day before the meeting.

MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.

AT THE MEETING - You may vote your shares during the virtual Annual Meeting by visiting https://web.lumiagm.com/282942326, entering the control number found on this proxy card and the password “gtt2020” (case sensitive) and following the instructions.

GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

COMPANY NUMBER ACCOUNT NUMBER

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card

are available at www.gtt.net/us-en/investor-relations/sec-filings

    Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet.

  21103030300000000000 6 052720

  PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

  A. Election of Directors: B. Vote on Proposals

  1. The Board of Directors recommends that you vote FOR the listed nominees. FOR AGAINST ABSTAIN

    NOMINEES:

      2.  The Board of Directors recommends that you vote FOR the Proposal to

    FOR ALL NOMINEES O Richard D. Calder, Jr.

      O H. Brian Thompson approve the NOL Rights Agreement.

    WITHHOLD AUTHORITY O S. Joseph Bruno

    FOR ALL NOMINEES O Rhodric C. Hackman 3.  The Board of Directors recommends that you vote FOR the Proposal to FOR AGAINST ABSTAIN

        O Howard E. Janzen

    FOR ALL EXCEPT O Nick Adamo approve the non-binding advisory resolution relating to the compensation

    (See instructions below) O Theodore B. Smith, III of our named executive officers.

    O Elizabeth Satin   FOR AGAINST ABSTAIN

    O Julius Erving 4.  The Board of Directors recommends that you vote FOR the ratification

    O Benjamin Stein of the appointment of CohnReznick LLP as our independent registered

    O Zachary Sternberg public accounting firm for current  fiscal year ending December 31,

      2020.

      5.  In their discretion, the proxies are authorized to vote upon such other business as may

  INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” properly come before the meeting.

  and fill in the circle next to each nominee you wish to withhold, as shown here:

      THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED. THIS

      PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTIONS ARE GIVEN, THIS PROXY

      WILL BE VOTED "FOR" THE ELECTION OF ALL DIRECTORS, "FOR" PROPOSAL 2,

      "FOR" PROPOSAL 3 AND "FOR" PROPOSAL 4.        

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

Signature of Stockholder   Date:   Signature of Stockholder   Date:

Note:  Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign.  When signing as executor, administrator, attorney, trustee or guardian, please give full

title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

 

 

 

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