Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Amended and Restated Executive Agreements

On March 8, 2023, the Board of Directors of ATN International, Inc. (the "Company") adopted changes to the Company's form of executive agreements that provide severance benefits with each of the Company's named executive officers (the "Form of Executive Severance Agreement"). The changes to these Form of Executive Severance Agreements, amongst other items, in the event of a termination by the Company without "cause" or by the executive for "good reason" either three months prior to, or twelve months (eighteen months in the case of the Chief Executive Officer) following, a change in control (as defined in the amended severance agreements), entitle such executive to the immediate vesting of all performance stock units in accordance with the terms and conditions of the Company's Form of Performance Stock Unit Award Grant Notice and Performance Stock Unit Agreement. Each of the outstanding severance agreements between the Company and the Company's named executive officers has been amended and restated to conform to the new Executive Agreement.

In addition, changes to the Form of Executive Severance Agreement no longer require any executive to release the Company from any claims with respect to indemnification pursuant to written indemnity agreements as a condition to the receipt of severance benefits under the Form of Executive Severance Agreement.

The foregoing summary of the Form of Executive Severance Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement. The Company intends to file the Form of Executive Severance Agreement as an exhibit to its Annual Report on Form 10-K for the year ending December 31, 2022.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.




Amended and Restated Bylaws

On March 8, 2023, the Board of Directors of the Company adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the "Amended and Restated Bylaws"), effective immediately. These Amended and Restated Bylaws, among other things:

· Provide advanced notice requirements for stockholders' proposals for matters to

be voted upon at any meeting of stockholders pursuant to the universal proxy

rules adopted by the Securities and Exchange Commission (Rule 14a-19);

· Provide requirements for convening any special meeting of stockholders; and

· Eliminate provisions in the Company's Bylaws relating to action by stockholder


   consent in lieu of meeting.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Third Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
    No.   Description

            Amended and Restated Bylaws of ATN International, Inc. (as amended
  3.1     March 8, 2023).

          Cover Page Interactive Data File. (The cover page interactive data file
          does not appear in the Interactive Data File because its XBRL tags are
    104   embedded within the Inline XBRL document.)

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