SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

______________________

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))
x		Definitive Proxy Statement
¨		Definitive Additional Materials
¨		Soliciting Material under Rule 14a-12

Straight Path Communications Inc.

(Name of Registrant as Specified In Its Charter)

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x		No fee required.
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STRAIGHT PATH COMMUNICATIONS INC.

5300 Hickory Park Drive, Suite 218
Glen Allen, Virginia 23059
(804) 433-1522

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE:		11:00 a.m., local time, on Thursday, January 12, 2017.
PLACE:		Kellogg, Huber, Hansen, Todd, Evans & Figel, PLLC, 1615 M Street N.W., Suite 400, Washington DC 20036.
ITEMS OF BUSINESS:		1.       To elect four directors, each for a term of one year. 2.       To ratify the appointment of Zwick & Banyai, PLLC as the Company’s independent registered public accounting firm for the Fiscal Year ending July 31, 2017. 3.       To conduct an advisory vote on executive compensation. 4.       To transact other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.
RECORD DATE:		You can vote if you were a stockholder of record at close of business on November 18, 2016.
PROXY VOTING:		You can vote either in person at the Annual Meeting or by proxy without attending the meeting. See details under the heading “How do I Vote?”
ANNUAL MEETING ADMISSION:		If you are a stockholder of record, a form of personal photo identification must be presented in order to be admitted to the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must bring a brokerage statement or other written proof of ownership as of November 18, 2016 with you to the Annual Meeting, as well as a form of personal photo identification.
ANNUAL MEETING DIRECTIONS:		You may request directions to the annual meeting via email at info@spathinc.com or by calling SPCI Investor Relations at (804) 433-1522.

Important Notice Regarding the Availability of Proxy Materials
for the straight path communications inc. Stockholders
Meeting to be Held on january 12, 2017:
The Notice of Annual Meeting and Proxy Statement and the 2016 Annual Report are available at:

www.spathinc.com/investors

		BY ORDER OF THE BOARD OF DIRECTORS
		Yonatan Cantor
		Corporate Secretary

Glen Allen, Virginia

November 22, 2016

 

STRAIGHT PATH COMMUNICATIONS INC.
5300 Hickory Park Drive, Suite 218
Glen Allen, Virginia 23059
(804) 433-1522

______________________

PROXY STATEMENT

______________________

GENERAL INFORMATION

Introduction

This Proxy Statement is being furnished to the stockholders of record of Straight Path Communications Inc., a Delaware corporation (the “Company” or “SPCI”), as of the close of business on November 18, 2016, in connection with the solicitation by the Company’s Board of Directors (the “Board of Directors”) of proxies for use in voting at the Company’s 2017 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on Thursday, January 12, 2017 at 10:00 a.m., local time, at the offices of Kellogg, Huber, Hansen, Todd, Evans & Figel, PLLC, 1615 M Street N.W., Suite 400, Washington DC 20036. The shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”) and Class B common stock, par value $0.01 per share (“Class B Common Stock”), present at the Annual Meeting or represented by the proxies received by Internet or mail (properly marked, dated and executed) and not revoked, will be voted at the Annual Meeting. This Proxy Statement is being mailed to the Company’s stockholders starting on or about November 30, 2016.

Solicitation and Voting Procedures

This solicitation of proxies is being made by the Company. The solicitation is being conducted by mail and by e-mail, and the Company will bear all attendant costs. These costs will include the expense of preparing and mailing proxy materials for the Annual Meeting and any reimbursements paid to brokerage firms and others for their expenses incurred in forwarding the solicitation materials regarding the Annual Meeting to the beneficial owners of the Company’s Class A Common Stock and Class B Common Stock. The Company may conduct further solicitations personally, by telephone or by facsimile through its officers, directors and employees, none of whom will receive additional compensation for assisting with the solicitation.

The close of business on Friday, November 18, 2016, has been fixed as the record date (the “Record Date”) for determining the holders of shares of Class A Common Stock and Class B Common Stock entitled to notice of, and to vote at, the Annual Meeting. As of the close of business on the Record Date, the Company had 12,463,072, shares issued and outstanding and entitled to vote at the Annual Meeting, consisting of 787,163 shares of Class A Common Stock and 11,675,909 shares of Class B Common Stock. The remaining shares, issued, consisting of 39,693 of shares of Class B Common Stock, are held in the treasury of the Company, and are not entitled to vote or to be counted as present at the Annual Meeting for purposes of determining whether a quorum is present. The shares of stock owned by the Company will not be deemed to be outstanding for determining whether a majority of the votes cast have voted in favor of any proposal.

Stockholders are entitled to three votes for each share of Class A Common Stock held by them and one-tenth of one vote for each share of Class B Common Stock held by them. The holders of Class A Common Stock and Class B Common Stock will vote as a single body on all matters presented to the stockholders. There are no dissenters’ rights of appraisal in connection with any proposal.

How do I Vote?

You can vote either in person at the Annual Meeting or by proxy with or without attending the meeting.

Beneficial holders of the Company’s Class A Common Stock and Class B Common Stock as of the close of business on the Record Date whose stock is held of record by another party should receive voting instructions from their bank, broker or other holder of record. If a stockholder’s shares are held through a nominee and the stockholder

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wants to vote at the meeting, such stockholder must obtain a proxy from the nominee record holder authorizing such stockholder to vote at the Annual Meeting.

Stockholders of record should receive a paper copy of our proxy materials and may vote by following the instructions on the proxy card that is included with the proxy materials. As set forth on the proxy card, there are two convenient methods for holders of record to direct their vote by proxy without attending the Annual Meeting: on the Internet or by mail. To vote by Internet, visit www.voteproxy.com. To vote by mail, mark, date and sign the enclosed proxy card and return it in the postage-paid envelope provided. Holders of record may also vote by attending the Annual Meeting and voting by ballot.

All shares for which a proxy has been duly executed and delivered (by Internet or mail) and not revoked will be voted at the Annual Meeting. If a stockholder of record signs and returns a proxy card but does not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors. If any other matters are properly presented at the Annual Meeting for consideration and if you have voted your shares by Internet or mail, the persons named as proxies will have the discretion to vote on those matters for you. On the date of filing this Proxy Statement with the SEC, the Board of Directors did not know of any other matter to be raised at the Annual Meeting.

How Can I Change My Vote?

A stockholder of record can revoke his, her or its proxy at any time before it is voted at the Annual Meeting by delivering to the Company (to the attention of Yonatan Cantor, Corporate Secretary) a written notice of revocation or by executing a later-dated proxy by Internet or mail, or by attending the Annual Meeting and voting in person.

If your shares are held in the name of a bank, broker, or other nominee, you must obtain a proxy executed in your favor from the holder of record (that is, your bank, broker, or nominee) to be able to vote at the Annual Meeting.

Quorum and Vote Required

The presence at the Annual Meeting of a majority of the voting power of the Company’s outstanding Class A Common Stock and Class B Common Stock (voting together), either in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Abstention votes and any broker non-votes (i.e., votes withheld by brokers on non-routine proposals in the absence of instructions from beneficial owners) will be counted as present or represented at the Annual Meeting for purposes of determining whether a quorum exists.

The affirmative vote of a majority of the voting power present (in person or by proxy) at the Annual Meeting and casting a vote on a Proposal will be required for the approval of the election of any director (Proposal No. 1), for the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal No. 2), and the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal No. 3). This means that the number of votes cast “for” a director nominee, Proposal No. 2, or Proposal No. 3 must exceed the number of votes cast “against” that nominee, Proposal No. 2, or Proposal No. 3. Abstentions are not counted as votes “for” or “against” a nominee or any of these proposals.

Under NYSE MKT rules, without voting instructions from the beneficial owner, brokers may not vote shares on non-routine matters. The election of directors (Proposal No. 1) and the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal No. 2) are non-routine matters. In the absence of voting instructions from the beneficial owner, a broker non-vote will occur. In the event of a broker non-vote or an abstention with respect to any proposal coming before the Annual Meeting, the shares represented by the relevant proxy will not be deemed to be present and entitled to vote on those proposals for the purpose of determining the total number of shares of which a majority is required for adoption, having the practical effect of reducing the number of affirmative votes required to achieve a majority vote for such matters by reducing the total number of shares from which a majority is calculated. However, if you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NYSE MKT rules to vote your shares on the ratification of the Company’s independent registered public accounting firm (Proposal No. 3), even if the broker does not receive voting instructions from you.

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How Many Votes Are Required to Approve Other Matters?

Unless otherwise required by law or the Company’s Bylaws, the affirmative vote of a majority of the voting power represented at the Annual Meeting and entitled to vote will be required for other matters that may properly come before the meeting.

Stockholders Sharing the Same Address

We are sending only one copy of the Annual Report and Proxy Statement to stockholders of record who share the same last name and address, unless they have notified the Company that they want to continue to receive multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and printings and postage costs. However, if any stockholder residing at such address wishes to receive a separate Annual Report or Proxy Statement in the future, he or she may contact Yonatan Cantor, Corporate Secretary, Straight Path Communications Inc., 5300 Hickory Park Drive, Suite 218, Glen Allen, Virginia 23059, or by phone at (804) 433-1522, and we will promptly forward to such stockholder a separate Annual Report or Proxy Statement. The contact information above may also be used by members of the same household currently receiving multiple copies of the Annual Report and Proxy Statement in order to request that only one set of materials be sent in the future.

References to Fiscal Years

The Company’s fiscal year ends on July 31 of each calendar year. Each reference to a Fiscal Year refers to the Fiscal Year ending in the calendar year indicated (e.g., Fiscal 2016 refers to the Fiscal Year ended July 31, 2016).

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CORPORATE GOVERNANCE

Introduction

The Company has in place a comprehensive corporate governance framework that reflects the corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the corporate governance-related listing requirements of the NYSE MKT. Consistent with the Company’s commitment to strong corporate governance, the Company does not rely on the exceptions from the NYSE MKT corporate governance listing requirements available to it because it is a “controlled company,” except as described below with regard to the composition of the Nominating Committee.

In accordance with Section 807 of the NYSE MKT Company Guide, the Company has adopted a Code of Business Conduct and Ethics, the full text of which is available for your review in the Governance section of our website at http://spathinc.com/investors and which also is available in print to any stockholder upon written request to the Corporate Secretary.

The Company qualifies as a “controlled company” as defined in Section 801(a) of the NYSE MKT Company Guide, because more than 50% of the voting power of the Company is controlled by The Patrick Henry Trust DTD July 31 2013 (“Trust”). Upon our spin-off (the “Spin-Off”) from IDT Corporation (“IDT”), Howard Jonas transferred the shares of our common stock that he was entitled to receive to the Trust, and he is the beneficiary of the economic interest of the shares held by the Trust, but, subject to the below consent requirements, does not have voting power or control with respect to such shares. Mr. Jonas’ consent is needed with respect to certain significant corporate matters requiring approval by our stockholders, including the approval of any merger, consolidation or sale of all or substantially all of our assets. Notwithstanding that being a “controlled company” entitles the Company to exempt itself from the requirement that a majority of its directors be independent directors and that the Compensation Committee and Nomination Committee be comprised entirely of independent directors, the Board of Directors has determined affirmatively that a majority of the members of the Board of Directors and the director nominees are independent in accordance with Section 803 of the NYSE MKT Company Guide and that the Compensation Committee is in fact comprised entirely of independent directors. As a “controlled company,” the Company may, and has chosen to, exempt itself from the NYSE MKT requirement that it have a Nominating Committee composed entirely of independent directors. As noted above, and discussed in greater detail below, the Board of Directors maintains a Corporate Governance Committee comprised entirely of independent directors, and a Nominating Committee comprised of the Chairman of the Board of Directors, who is not an independent, and one independent director.

Director Independence

The Corporate Governance Guidelines adopted by the Board of Directors provide that a majority of the members of the Board of Directors, and each member of the Audit, Compensation and Corporate Governance Committees, must meet the independence requirements set forth therein. The full text of the Corporate Governance Guidelines, including the independence requirements, is available for your review in the Governance section of our website at http://spathinc.com/investors. For a director to be considered independent, the Board of Directors must determine that a director meets the Independent Director Qualification Standards set forth in the Corporate Governance Guidelines, which comply with the NYSE MKT definitions of independent, and is free from any material relationship with the Company and its executive officers. The Board of Directors considers all relevant facts and circumstances known to it in making an independence determination, and not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation or significant financial interest. In addition to considering all relevant information available to it, the Board of Directors uses the following categorical Independent Director Qualification Standards in determining the “independence” of its directors:

1.       During the past three years, the Company shall not have employed the director, or, except in a non-officer capacity, any of the director’s immediate family members;

2.       During the past three years, the director shall not have received, and shall not have an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

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3.       (a) The director shall not be a current partner or employee of a firm that is the Company’s internal or external auditor, (b) the director shall not have an immediate family member who is a current partner of such firm, (c) the director shall not have an immediate family member who is a current employee of such firm and personally works on the Company’s audit, and (d) neither the director nor any of his or her immediate family members shall have been, within the last three years, a partner or employee of such firm and personally worked on the Company’s audit within that time;

4.       Neither the director, nor any of his or her immediate family members, shall be, or shall have been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation (or equivalent) committee; and

5.       The director shall not be a current employee and shall not have an immediate family member who is a current executive officer of a company (excluding tax exempt organizations) that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three Fiscal Years, exceeds the greater of (a) $1 million or (b) two percent (2%) of the consolidated gross revenues of such other company. The Corporate Governance Committee will review the materiality of such relationship to tax exempt organizations to determine if such director qualifies as independent.

Based on the review and recommendation of the Corporate Governance Committee, the Board of Directors has determined that each of K. Chris Todd, William F. Weld and Fred S. Zeidman is independent in accordance with the Corporate Governance Guidelines and, thus, that a majority of the current Board of Directors, a majority of the director nominees, and each member or nominee intended to become a member of the Audit, Compensation and Corporate Governance Committees is independent.

The Corporate Governance Committee considered the following relationship between the Company and William F. Weld in determining Mr. Weld’s independence: Mr. Weld is a contract partner (who was on leave through November 8, 2016) at the law firm of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz Levin”). Mintz Levin represents the Company as litigation counsel in certain legal proceedings related to the Company’s enforcement of its intellectual property rights, and also represents the Company on certain matters related to the Federal Communications Commission. As a contract partner, Mr. Weld does not receive any direct or indirect interest in the fees paid by the Company to Mintz Levin nor does he have any involvement in Mintz Levin’s representation of the Company. The Corporate Governance Committee determined, after considering Mr. Weld’s position at Mintz Levin, that the foregoing relationship would not impact Mr. Weld’s independence. The Corporate Governance Committee (with Mr. Weld abstaining), therefore, recommended that the Board of Directors determine that Mr. Weld be deemed independent in accordance with the Corporate Governance Guidelines. The Board of Directors (with Mr. Weld abstaining) accepted the Corporate Governance Committee’s recommendation.

The Corporate Governance Committee considered the following relationship between the Company and K. Chris Todd in determining Mr. Todd’s independence: Mr. Todd is a partner at the law firm of Kellogg, Huber, Hansen, Todd, Evans & Figel, PLLC. The Company retained Kellog to advise the Company on certain matters related to the Federal Communications Commission. To date no fees have been paid to Kellog. The Corporate Governance Committee determined that the foregoing relationship would not impact Mr. Todd’s independence. The Corporate Governance Committee (with Mr. Todd abstaining), therefore, recommended that the Board of Directors determine that Mr. Todd be deemed independent in accordance with the Corporate Governance Guidelines. The Board of Directors (with Mr. Todd abstaining) accepted the Corporate Governance Committee’s recommendation. When we use the term “non-employee director” in this Proxy Statement we are referring to any director who is not an employee of, or consultant to, the Company, and who is deemed to be independent by the Board of Directors. Therefore, Davidi Jonas is not a non-employee director. None of the other non-employee directors or director nominees had any relationships with the Company that the Corporate Governance Committee was required to consider when reviewing independence.

Director Selection Process

The Nominating Committee will consider director candidates recommended by the Company’s stockholders. Stockholders may recommend director candidates by contacting the Chairman of the Board as provided under the heading “Director Communications.” The Nominating Committee considers candidates suggested by its members, other directors, senior management and stockholders in anticipation of upcoming elections and actual or expected board vacancies. All candidates, including those recommended by stockholders, are evaluated on the same basis

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in light of the entirety of their credentials and the needs of the Board of Directors and the Company. Of particular importance is the candidate’s wisdom, integrity, ability to make independent analytical inquiries, understanding of the business environment in which the Company operates, as well as his or her potential contribution to the diversity of the Board of Directors and his or her willingness to devote adequate time to fulfill duties as a director. Under “Proposal No. 1 — Election of Directors” below, we provide an overview of each nominee’s experience, qualifications, attributes and skills that led the Nominating Committee and the Board of Directors to determine that each nominee should serve as a Director.

Director Communications

Stockholders and other interested persons seeking to communicate directly with the lead independent director or the independent directors as a group, should submit their written comments c/o Lead Independent Director (currently Fred S. Zeidman) at our corporate headquarters, Straight Path Communications Inc., 5300 Hickory Park Drive, Suite 218, Glen Allen, Virginia 23059. The lead independent director will review any such communication at the next regularly scheduled Board meeting unless, in his or her judgment, earlier communication to the Board is warranted.

Stockholders and other interested persons seeking to communicate directly with the Board of Directors, or to send any communication that raises concerns about the ethical conduct of us or our management, should submit their written communication directly to our Corporate Secretary, Yonatan Cantor, at our principal executive offices, Straight Path Communications Inc., 5300 Hickory Park Drive, Suite 218, Glen Allen, Virginia 23059. The Corporate Secretary will promptly forward a copy of any communication that raises concerns about the ethical conduct of us or our management to the Chairman of the Audit Committee and, if appropriate our Chairman, and take such actions as they authorize to ensure that the subject matter is addressed by the appropriate committee of the Board of Directors, by management and/or by the full Board of Directors.

The Corporate Secretary may filter out and disregard or re-direct (without providing a copy to the directors or advising them of the communication), or may otherwise handle at his or her discretion, any director communication that falls into any of the following categories:

•         Obscene materials;

•         Unsolicited marketing or advertising material or mass mailings;

•         Unsolicited newsletters, newspapers, magazines, books and publications;

•         Surveys and questionnaires;

•         Resumes and other forms of job inquiries;

•         Requests for business contacts or referrals;

•         Material that is threatening or illegal; or

•         Any communications or materials that are not in writing.

In addition, the Corporate Secretary may handle in his or her discretion any director communication that can be described as an “ordinary business matter.” Such matters include the following:

•         Routine questions, service and product complaints and comments that can be appropriately addressed by management; and

•         Routine invoices, bills, account statements and related communications that can be appropriately addressed by management.

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BOARD OF DIRECTORS AND COMMITTEES

Board of Directors

The Board of Directors held eight (8) meetings in Fiscal 2016.

Directors are encouraged to attend the Company’s annual meetings of stockholders, and the Company generally schedules a meeting of the Board of Directors on the same date and at the same place as the annual meeting of stockholders to encourage director attendance. All of the members constituting the current Board of Directors attended the 2016 annual meeting of stockholders.

Board of Directors Leadership Structure and Risk Oversight Role

Our Chairman of the Board, Mr. Jonas, provides overall leadership to the Board of Directors. The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single, generally accepted approach to providing Board leadership, and that given the dynamic and competitive environment in which we operate, the right Board leadership structure may vary as circumstances warrant. The Board has determined that, given Mr. Jonas’ leadership skills, relationships with the other members of management and the members of the Board, and his prior positions where he acted as leader of groups and provided oversight over different bodies is optimal for the Company at the present time.

The Board of Directors as a whole, and through its committees, has responsibility for the oversight of risk management, including the review of the policies with respect to risk management and risk assessment. The risk management oversight roles of the Compensation, Audit and Corporate Governance Committees discussed below, which are comprised solely of independent directors, provide an appropriate and effective balance to the Chairman of the Board’s role. With the oversight of the full Board of Directors, the Company’s senior management is responsible for the day-to-day management of the material risks the Company faces. The Board of Directors is required to satisfy itself that the risk management process implemented by management is adequate and functioning as designed.

Section 802 of the NYSE MKT Company Guide requires that the non-employee directors of the Company meet at least annually in executive session without the presence of non-independent directors and management. These executive sessions are held at every regularly scheduled meeting of the Board of Directors. The Lead Independent Director, currently Fred S. Zeidman, serves as the presiding director of these executive sessions. He has served as Lead Independent Director since August 2, 2013. The Board of Directors determined that the role of Lead Independent Director was important to maintain a well-functioning Board of Directors that objectively assesses management’s proposals.

The Board of Directors and each of its committees conduct annual self-assessments in executive sessions to review and monitor their respective continued effectiveness.

As stated above, each of the Audit, Compensation and Corporate Governance Committees oversees certain aspects of risk management and reports its respective findings to the full Board of Directors on a quarterly basis, and as is otherwise needed. The Audit Committee is responsible for overseeing risk management of financial matters, financial reporting, the adequacy of the risk-related internal controls, internal investigations, and security risks, generally. The Corporate Governance Committee oversees our Corporate Governance Guidelines and governance-related risks, such as board independence, as well as senior management succession planning. The Compensation Committee oversees risks related to compensation policies and practices.

Board Committees

The Board of Directors has established an Audit Committee, a Compensation Committee, a Corporate Governance Committee and a Nominating Committee.

Audit Committee

The Audit Committee is responsible for, among other things, the appointment, compensation, removal and oversight of the work of the Company’s independent registered public accounting firm. The Audit Committee also oversees management’s performance of its responsibility for the integrity of the Company’s accounting and financial

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reporting and its systems of internal controls, the performance of the Company’s internal audit function and the Company’s compliance with legal and regulatory requirements. The Audit Committee operates under a written Audit Committee charter adopted by the Board of Directors, which can be found in the Governance section of our website, http://spathinc.com/investors, and is also available in print to any stockholder upon request to the Corporate Secretary. The Audit Committee consists of Fred S. Zeidman (Chairman), K. Chris Todd and William F. Weld. The Audit Committee held four (4) meetings during Fiscal 2016. The Board of Directors has determined that (i) all of the members of the Audit Committee are independent within the meaning of the Section 803 of the NYSE MKT Company Guide and Rule 10A-3(b) under the Exchange Act, and (ii) that Mr. Zeidman qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

Compensation Committee

The Compensation Committee is responsible for, among other things, reviewing, evaluating and approving all compensation arrangements for the executive officers of the Company, evaluating the performance of executive officers, administering the Company’s 2013 Stock Option and Incentive Plan, as amended and restated, and recommending to the Board of Directors the compensation for Board members, such as retainers, committee and other fees, stock option, restricted stock and other stock awards, and other similar compensation as deemed appropriate. The Compensation Committee confers with the Company’s executive officers when making the above determinations. The Compensation Committee currently consists of Messrs. Todd (Chairman), Weld and Zeidman. The Compensation Committee held seven (7) meetings during Fiscal 2016. The Compensation Committee operates under a written charter adopted by the Board of Directors, which can be found in the Governance section of our website, http://spathinc.com/investors, and which is also available in print to any stockholder upon request to the Corporate Secretary. The Board of Directors has determined that all of the members of the Compensation Committee are independent within the meaning of Section 803 of the NYSE MKT Company Guide and the categorical standards set forth above.

The Compensation Committee adopts Company-wide goals and objectives for the fiscal year to be used as a guide when determining annual bonus payments to executive officers after the end of the fiscal year. The Compensation Committee reviews the performance of the Company relative to those goals and objectives, and the contribution of each executive officer to such performance at the end of the fiscal year and considers them as some of the factors when determining the amounts of annual bonuses to be awarded to executive officers.

Corporate Governance Committee

The Corporate Governance Committee is responsible for, among other things, reviewing and reporting to the Board of Directors on matters involving relationships among the Board of Directors, the stockholders and senior management. The Corporate Governance Committee (i) reviews the Corporate Governance Guidelines and other policies and governing documents of the Company and recommends revisions as appropriate, (ii) reviews any potential conflicts of interests of independent directors, (iii) reviews and monitors related-person transactions, (iv) oversees the self-evaluations of the Board of Directors, the Audit Committee and the Compensation Committee and (v) reviews and determines director independence, and makes recommendations to the Board of Directors regarding director independence. The Corporate Governance Committee currently consists of Messrs. Weld (Chairman), Todd and Zeidman. The Corporate Governance Committee held five (5) meetings during Fiscal 2016. The Corporate Governance Committee operates under a written charter adopted by the Board of Directors, which can be found in the Governance section of our website http://spathinc.com/investors, and which is also available in print to any stockholder upon request to the Corporate Secretary. The Board of Directors has determined that all of the members of the Corporate Governance Committee are independent within the meaning of Section 803 of the NYSE MKT Company Guide and the categorical standards set forth above.

Nominating Committee

The Nominating Committee is responsible for overseeing nominations to the Board of Directors, including: (i) developing the criteria and qualifications for membership on the Board of Directors, (ii) recommending candidates to fill new or vacant positions on the Board of Directors, and (iii) conducting appropriate inquiries into the backgrounds of potential candidates. A summary of new director qualifications can be found under the heading “Director Selection Process.” The Nominating Committee currently consists of Davidi Jonas (Chairman) and Fred S. Zeidman, who is independent in accordance with Section 803 of the NYSE MKT Company Guide. Mr. Jonas is not

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independent. The Company, as a “controlled company,” is exempt from the requirement to maintain an independent nominating committee pursuant to Section 801(a) of the NYSE MKT Company Guide. The Nominating Committee operates under a written charter adopted by the Board of Directors, which can be found in the Governance section of our website, http://spathinc.com/investors, and which is also available in print to any stockholder upon request to the Corporate Secretary. The Nominating Committee held one (1) meeting during Fiscal 2016.

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2016 COMPENSATION FOR NON-EMPLOYEE DIRECTORS

Annual compensation for non-employee directors is comprised of equity compensation, consisting of awards of restricted Class B Common Stock, and cash compensation. Each of these components is described in more detail below. Each non-employee director received 8,000 restricted shares of our Class B common stock and a cash retainer of $35,000 for fiscal 2016.

Director Equity Grants

Pursuant to the Company’s 2013 Stock Option and Incentive Plan, as amended and restated, as of January 2014, each non-employee director of the Company who was deemed to be independent was entitled to receive, on each January 5th (or the next business day thereafter), an annual grant of 8,000 restricted shares of our Class B common stock (pro-rated based on the calendar quarter in which they join the Board), which vested immediately upon grant. A new director who becomes a member of the Board of Directors during the course of a calendar year receives an automatic grant on the date that he or she becomes a director in the amounts specified above, pro rated based on the calendar quarter of the year in which such person became a director. The stock is granted on a going forward basis, before the director completes his or her service for the calendar year. All such grants of stock to directors are subject to certain terms and conditions described in the Company’s 2013 Stock Option and Incentive Plan, as amended and restated, as it may be amended or restated from time to time.

Director Board Retainers

Each non-employee director of the Company who attends at least 75% of the regularly scheduled meetings of the Board of Directors and Board committees of which they are members during a calendar year will receive an annual cash retainer of $35,000. Such payment will be made quarterly following attendance of at least 75% of the Board of Directors and committee meetings during the preceding quarter, and is pro-rated, based on the quarter in which they join, for non-employee directors who join the Board of Directors or depart from the Board of Directors during the prior year, if such director attended 75% of the applicable Board of Directors meetings for such partial year. The Chairman of the Board may, in his discretion, waive the requirement of 75% attendance by a director to receive the annual retainer in the case of mitigating circumstances. There is no additional compensation for serving on a committee, as a committee chair, for the Lead Independent Director or for the Audit Committee Financial Expert. The Compensation Committee periodically reviews our director compensation practices.

2016 Director Compensation Table

The following table lists the Fiscal 2016 compensation for each person who served as a non-employee director during Fiscal 2016. This table does not include compensation to Davidi Jonas, who serves as a director and is a named executive officer, as he did not receive compensation for his service as a director during Fiscal 2016. Mr. Jonas’ compensation is set forth in the Executive Compensation section of this Proxy Statement.

Name		Dates of Board Service During Fiscal 2016		Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)			All Other Compensation ($)			Total ($)
K. Chris Todd		08/01/2015–07/31/2016		$	35,000		$	139,360		$	—		$	174,360
William F. Weld		08/01/2015–07/31/2016		$	35,000		$	139,360		$	—		$	174,360
Fred S. Zeidman		08/01/2015–07/31/2016		$	35,000		$	139,360		$	—		$	174,360

____________

(1)      Represents the annual Board of Directors retainer earned in Fiscal 2016.

(2)      Represents the grant date fair value of an award of 8,000 shares of the Company’s Class B Common Stock on January 5, 2016, computed in accordance with FASB ACS Topic 718.

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Non-employee directors held the following shares of the Company’s Class B Common Stock which were granted for director service, and options to purchase shares of Class B Common Stock of the Company, as of July 31, 2016:

Name		Class B Common Stock		Options to Purchase Class B Common Stock
K. Chris Todd		25,250		—
William F. Weld		2,000		—
Fred S. Zeidman		25,250		—

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RELATED PERSON TRANSACTIONS

Review of Related Person Transactions

On July 22, 2013, the Board of Directors adopted a Statement of Policy with respect to Related Person Transactions. This policy covers any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000 and a Related Person has a direct or indirect material interest. Related Persons include directors, director nominees, executive officers, any beneficial holder of more than 5% of any class of the Company’s voting securities, and any immediate family member of any of the foregoing persons. The policy also includes transactions which, despite not meeting the criteria set forth above, are otherwise material to investors based on qualitative factors, as determined by the Corporate Governance Committee with input from the Company’s management and advisors. Transactions that fall within this definition are considered by the Corporate Governance Committee for approval, ratification or other action. Based on its consideration of all of the relevant facts and circumstances, the Corporate Governance Committee will decide whether or not to approve such transaction and will approve only those transactions that are in the best interests of the Company and its stockholders. If the Company becomes aware of an existing Related Person Transaction that has not been approved under this Policy, the matter will be referred to the Corporate Governance Committee. The Corporate Governance Committee will evaluate all options available, including ratification, revision or termination of such transaction.

Transactions with Related Persons, Promoters and Certain Control Persons

There were no Related Person Transactions during Fiscal 2016.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company’s Class A Common Stock and Class B Common Stock by (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Class A Common Stock or the Class B Common Stock of the Company, (ii) each of the Company’s directors, director nominees, and the Named Executive Officers, and (iii) all directors, Named Executive Officers and executive officers of the Company as a group. Unless otherwise noted in the footnotes to the table, to the best of the Company’s knowledge, the persons named in the table have sole voting and investing power with respect to all shares indicated as being beneficially owned by them.

Unless otherwise noted, the security ownership information provided below is given as of November 18, 2016 and all shares are owned directly. Percentage ownership information is based on the following amount of outstanding shares: 787,163 shares of Class A Common Stock and 11,675,909 shares of Class B Common Stock. The numbers reported for The Patrick Henry TR DTD July 31 2013 assume the conversion of all 787,163 currently outstanding shares of Class A Common Stock into Class B Common Stock on a one-for-one basis.

Name		Number of Shares of Class B Common Stock			Percentage of Ownership of Class B Common Stock			Percentage of Aggregate Voting Power (d)
The Patrick Henry TR DTD July 31 2013(1) c/o Alliance Trust Company, LLC 5375 Kietzke Lane, 2nd Floor Reno, Nevada 89511		2,190,512	(2)		17.6	%		71	%
BlackRock, Inc. 55 East 52nd Street New York, NY 10055		605,074	(3)		5.2	%		1.7	%
Nikos Hecht 516 E. Hyman Avenue Aspen, Colorado 81611		877,000	(4)		7.5	%		2.5	%
Lloyd I. Miller 3300 South Dixie Highway Suite 1-365 West Palm Beach, Fl 33405		1,245,303	(5)		10.7	%		3.5	%
Arthur J. Samberg 77 Bedford Road Katonah, NY 10536		691,100	(6)		5.9	%		1.97	%
Joseph D. Samberg 1091 Boston Post Rd. Rye, NY 10580		820,125	(7)		7.0	%		2.3	%
Davidi Jonas		390,954	(8)		3.3	%		1.0	%
Zhouyue Pi		126,264	(9)		1.1	%		*
Jonathan Rand		120,624	(10)		1.0	%		*
K. Chris Todd		25,250			*			*
William F. Weld		0			*			*
Fred S. Zeidman		25,250			*			*
All directors, Named Executive Officers and executive officers as a group (7 persons)		717,842	(11)		6.0	%		1.8	%

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____________

*         Less than 1%.

(d)      Voting power represents combined voting power of our Class A Common Stock (three votes per share) and our Class B Common Stock (one-tenth of one vote per share).

(1)      Howard Jonas is the beneficiary of the economic interest of the shares held by the Trust, but, subject to certain consent requirements, does not have voting power or control with respect to such shares.

(2)      Consists of 787,163 shares of Class A common stock (by virtue of the fact that they are convertible into the Company’s Class B common stock), and 1,403,349 shares of Class B common stock.

(3)      According to Schedule 13G/A filed with the Securities and Exchange Commission on January 28, 2016.

(4)      According to Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2016.

(5)      According to Form 4 filed with the Securities and Exchange Commission on January 19, 2016.

(6)      According to Schedule 13G filed with the Securities and Exchange Commission on August 2, 2016.

(7)      According to Schedule 13G/A filed with the Securities and Exchange Commission on January 26, 2016.

(8)      Consists of (i) 182,855 shares of the Company’s Class B Common Stock held by Mr. D. Jonas directly; (ii) 83,000 Restricted Stock; (iii) 410 shares of the Company’s Class B Common Stock held in the Company’s 401(k) account, (iv) 100,000 held in a grantor retained annuity trust; and (v) options to purchase 24,689 shares of the Company’s Class B Common Stock which are currently exercisable or will be exercisable within sixty days. Does not include options to purchase 17,636 shares of the Company’s Class B Common Stock, which become exercisable at a later date.

(9)      Consists of 28,163 shares of the Company’s Class B Common Stock held by Mr. Pi directly; (ii) 85,000 shares of Restricted Stock; (iii) 410 shares of the Company’s Class B Common Stock held in the Company’s 401(k) account; and (iv) options to purchase 12,691 shares of the Company’s Class B Common Stock which are currently exercisable or will be exercisable within sixty days. Does not include options to purchase 9,065 shares of the Company’s Class B Common Stock, which become exercisable at a later date.

(10)   Consists of (i) 49,683 shares of the Company’s Class B Common Stock held by Mr. Rand directly; (ii) 56,000 restricted shares Restricted Stock; (iii) 410 shares of the Company’s Class B Common Stock held in the Company’s 401(k) account, (iv) 750 shares of the Company’s Class B Common Stock held in Mr. Rand’s Individual Retirement Account; and (v) options to purchase 13,781 shares of the Company’s Class B Common Stock which are currently exercisable or will be exercisable within sixty days. Does not include options to purchase 9,845 shares of the Company’s Class B Common Stock, which become exercisable at a later date.

(11)   Consists of the shares and options set forth above with respect to the Named Executive Officers and directors, and the following shares of Class B Common Stock held by other executive officers: (a) 1,500 shares of the Company’s Class B Common Stock held directly; and (b) 28,000 shares of Restricted Stock.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, the Company’s directors, executive officers, and any persons holding more than ten percent or more of a registered class of the Company’s equity securities are required to file reports of ownership and changes in ownership, on a timely basis, with the SEC and the NYSE MKT. Based on material provided to the Company, the Company believes that all such required reports were filed on a timely basis in Fiscal 2016.

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EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis section of the Company’s Proxy Statement for the 2017 Annual Meeting. Based on our review and discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in SPCI’s Proxy Statement for the 2017 Annual Meeting.

K. Chris Todd, Chairman
William F. Weld

Fred S. Zeidman

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended (the “Act”), or the Exchange Act, that might incorporate future filings, including this Proxy Statement, in whole or in part, the foregoing report shall not be incorporated by reference into any such filings, nor shall it be deemed to be soliciting material or deemed filed with the Securities and Exchange Commission (the “SEC”) under the Act or under the Exchange Act.

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of our compensation practices and related compensation information should be read in conjunction with the Summary Compensation table and other tables included in this proxy statement, as well as our financial statements and management’s discussion and analysis of our financial condition and results of operations included in our Annual Report on Form 10-K for Fiscal 2016 (the “Form 10-K”). The following discussion includes statements of judgment and forward-looking statements that involve risks and uncertainties. These forward-looking statements are based on our current expectations, estimates and projections about our industry, our business, compensation, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words and include, but are not limited to, statements regarding projected performance and compensation. Actual results could differ significantly from those projected in the forward-looking statements as a result of certain factors, including, but not limited to, the risk factors discussed in the Form 10-K. We assume no obligation to update the forward-looking statements or such risk factors.

Introduction

It is the responsibility of the Compensation Committee of our Board of Directors to: (i) oversee our general compensation policies; (ii) determine the base salary and bonus to be paid each year to each of our executive officers; (iii) oversee our compensation policies and practices as they relate to our risk management; and (iv) determine the compensation to be paid each year to our non-employee directors for service on our Board of Directors and the various committees of our Board of Directors. In addition, the Compensation Committee administers our Stock Option and Incentive Plan with respect to restricted stock and stock option grants or other equity-based awards made to our executive officers. Shares of restricted stock are granted to our non-employee directors automatically under our Stock Option and Incentive Plan on an annual basis.

The nature of our operations is such that long term goals may be more significant than current operations. While Straight Path Spectrum generates revenues from its spectrum leasing operations, that portion of our business focuses on developing and implementing new strategies to deploy our spectrum assets in new applications, and longer-term goals that are dependent on regulatory and other changes. Straight Path IP Group is engaged in an effort to enforce the patents and intellectual property rights it owns and many of those efforts, particularly those involving litigation, may only show results after a long period. Straight Path Ventures is developing next generation wireless technology, and its efforts are exploratory in nature and may be unsuccessful or may not produce results until after a long period.

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Elements of Compensation

The three broad components of our executive officer compensation are base salary, annual cash incentive bonus awards, and long term equity-based incentive awards. The Compensation Committee periodically reviews total compensation levels and the allocation of compensation among these three components for each of the executive officers, as well as the Company as a whole, in the context of our overall compensation policy. Additionally, the Compensation Committee, in conjunction with our board, reviews the relationship of executive compensation to corporate performance generally and with respect to specific enumerated goals that are established by the Compensation Committee early in each fiscal year. The Compensation Committee believes that our current compensation plans are serving their intended purposes and are functioning reasonably.

Compensation Structure, Philosophy and Process

Our executive compensation structure is designed to attract and retain qualified and motivated personnel and align their interests with the goals of the Company and with the best interests of our stockholders. Our compensation philosophy is to provide compensation to attract the individuals necessary for our current needs and planned operations, and provide them with the proper incentives to motivate those individuals to achieve our long-term plans.

The base salary levels we pay to each of our Named Executive Officers are based on the responsibilities undertaken by the respective individuals, and the marketplace for employment of people of similar skills and backgrounds. We note that, during Fiscal 2016, our executive team consisted of only three individuals and thus the breadth of responsibility of those individuals is significant compared to companies with larger teams. Our use of outside resources and efficient operations allow us to operate with a small staff. This reduces our overall compensation costs, but substantially adds to the workload and responsibilities of our executives.

The base salaries paid to executive officers are determined by discussions with the covered individuals and budgetary considerations and approved by our Compensation Committee.

Incentive compensation is designed to reward contributions to achieving the Company’s goals for the current period, as well as for the longer term. Cash bonuses are awarded based upon goals that are set early in each fiscal year. The goals are designed to set forth achievable goals for the current performance of the Company and its business units and for current contributions to long-term initiatives.

Mr. Jonas is entitled to a cash bonus equal to 2.5% of the Company’s net income (as determined in accordance with GAAP) in a calendar year, as well as discretionary bonuses as determined by our Compensation Committee. Messrs. Rand’s and Pi’s bonuses are discretionary and are to be determined by our Compensation Committee, with input from Mr. Jonas, with reference to the achievement of the goals and such individuals’ contributions to such efforts, as well as other accomplishments during the year that were deemed relevant in specific instances. Each of our executive officers is eligible to receive a cash bonus of up to 100% of his base salary (or up to 120% or higher upon extraordinary performance).

Following the end of a fiscal year, management sets Company-wide bonus levels for the fiscal year then ended, based on Company performance and available resources. The proposed bonuses are then presented to the Compensation Committee. Management reports to the Compensation Committee on the achievement of the goals set for the fiscal year then ended, the contributions of specific individuals to the achievement of those goals, as well as other accomplishments or other factors that impact performance or compensation.

Equity grants are made in order to provide longer term incentive compensation and to better align the interests of our executives with our stockholders.

Fiscal 2016

Base Salaries

In Fiscal 2016, the annual base salaries for our Named Executive Officers were set at of $325,000 for Mr. Jonas, $250,000 for Mr. Rand and $225,000 for Mr. Pi.

On June 17, 2016, each of Messrs. Jonas, Rand and Pi agreed to receive a portion of their base salaries for the 12-month period commencing August 1, 2016 in the form of options to purchase Class B common stock. Mr. Jonas

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agreed to accept options to purchase 42,325 shares of Class B common stock in lieu of $162,500 of his annual $325,000 base salary, Mr. Rand, agreed to accept options to purchase 23,626 shares of Class B common stock in lieu of $50,000 of his annual $250,000 base salary and Mr. Pi, agreed to accept options to purchase 21,756 shares of Class B common stock in lieu of $50,000 of his annual $225,000 base salary. Each of the options, which were issued under the Company’s 2013 Stock Option and Incentive Plan, as amended, have an exercise price of $50.00 per share (which represents more than an 84% premium over the average of the closing prices of the Class B common stock on the NYSE MKT for the week ended June 17, 2016), vest and become exercisable ratably over the 12-month period commencing July 1, 2016, and have a term of three years. The number of shares underlying each of the options was determined by an independent analytic consultant based on a Black-Scholes valuation model for such instruments, and applying a Real Options Model for the value of the employment services, taking into account various factors including the terms of the options, the volatility of the price of our Class B common stock and relevant risk factors related to the arrangement.

Goals

At a meeting held on October 8, 2015, our Compensation Committee approved the following goals for Fiscal 2016: (i) advance effort toward recognition of millimeter wave for 5G mobility applications, including recognition in the anticipated FCC Notice of Propose Rulemaking, progress toward adoption of rules by the FCC, and adoption of industry standards; (ii) progress toward development of prototype equipment and systems for 5G utilization of millimeter wave; (iii) formally establish Strategic Technical Advisory Board and secure leading figures to serve; (iv) continue dialogue with equipment manufacturers toward partnerships on joint solutions; (v) advance product development of point-to- multipoint hardware for 39 GHz applications; (vi) plan deployments of developed equipment; (vii) increase revenue from spectrum leasing, including via point to multi-point applications; (viii) advance development of a solution utilizing our 39 GHz spectrum assets for small cell backhaul and move toward establishment of a test bed for that solution; (ix) continue to contend inter partes Review challenges to patents; (x) obtain opinion on appeal to Federal Circuit and re-commence enforcement if possible; (xi) explore settlements with infringers and industry groups; (xii) operate efficiently and within budget including significant investments in technology development; (xiii) consider financing if terms are attractive; (xiv) increase research coverage and investor relations efforts; and (xv) maintain full compliance and best practices with respect to public disclosure and SEC filings.

Performance and Bonus and Incentive Equity Awards

Following the end of Fiscal 2016, Mr. Jonas corresponded, and held discussions, with the members of our Compensation Committee regarding proposed bonuses and equity awards to executive officers and other key personnel, including presenting them with a report on performance of the Company relative to the goals for Fiscal 2016 previously set by the Compensation Committee. On September 23, 2016, our Compensation Committee, acting via written consent in lieu of a meeting, approved cash bonuses to our executive officers and other key personnel. Subsequently, at a meeting held on October 6, 2016, our Compensation Committee approved equity grants to our executive officers and other key personnel, and set base salaries for Fiscal 2017. Management had prepared recommended amounts, and the Committee considered those recommendations in determining the amount approved.

In making its determination, the Compensation Committee noted the performance relative to the approved Fiscal 2016 goals (described below) as well as other significant developments in executing on the Company’s short, medium and long term plans. The Compensation Committee took note of the challenges faced by the Company and its management commencing in fall 2015 stemming from a negative report issued by Kerrisdale Capital, allegations made in an anonymous report regarding the circumstances under which certain of our spectrum licenses were renewed by the FCC in 2011 and 2012 and certain developments stemming from such reports. The Committee also noted the pronouncements from the FCC regarding its rulemaking related to use of millimeter wave spectrum for 5G mobile applications, , particularly with the release of the Notice of Proposed Rulemaking (“NPRM”) in October 2015, and the adoption of the Upper Microwave Flexible Use (“UMFU”) Report and Order in July 2016, which reflect many of the proposals that the Company made for the 39 GHz band, and exceeded the Company’s goals for that matter. The Committee also considered (i), the significant activity at industry and scientific bodies regarding setting standards for mmWave mobility; (ii) the progress made at the Company’s Gigabit Mobility Lab on developing equipment and systems for 39 GHz deployments; (iii) the creation of the Strategic Technical Advisory Board and the addition of Ted Rappaport and Gabriel Rebeiz to that board; (iv) the entry into an agreement with

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Cambridge Broadband Networks Ltd. to accelerate development of point-to-multipoint (“PMP”) radios for 39 GHz; (v) the deployment of point-to-point (“PTP”) equipment across much of the area covered by the Company’s spectrum licenses and discussions on deployment of PMP equipment when it becomes available; (vi) entry into new spectrum leases later in Fiscal 2016; (vii) success in the appeal of the adverse inter partes review decisions at the Patent Trial and Appeal Board (“PTAB”) and success on the remanded proceedings at the PTAB; (viii) success in operating within revised budgets that took into account the negative reports described above and the consequences from those reports, and investment in hardware development; and (ix) the Company maintained compliance and best practices with respect to public disclosure and SEC filings.

In addition, management reported and the Compensation Committee took into account that the Company did not achieve its goals relative to a small cell backhaul solution, as the market opportunity did not develop sufficiently and, due to the pendency of the appeal of the PTAB ruling, did not enter into additional settlements with infringers.

In recognition of the accomplishments, the efforts toward addressing the challenges faced by the Company and the changed circumstances, the Compensation Committee awarded cash bonuses and equity grants to executive officers and other personnel.

Mr. Jonas was awarded a cash bonus in the amount of $100,000 and a grant of 120,000 restricted shares of our Class B common stock. This compares to a cash bonus of $90,000 and a grant of 60,000 restricted Class B shares for Fiscal 2015. In making the determination, the Committee noted Mr. Jonas’ contribution to all of the Company’s operations, in particular his lead role in advocacy efforts at the FCC and in industry forums, his role in working with outside counsel on the appeal of the PTAB decision and in discussions with CBNL, and his continued engagement with NYU Wireless and the members of the Company’s Strategic Technical Advisory Board.

Mr. Rand was awarded a cash bonus in the amount of $75,000 and a grant of 39,000 restricted shares of our Class B common stock. This compares to a cash bonus of $50,000 and no equity grant for Fiscal 2015. In making the determination, the Committee noted Mr. Rand’s lead role in arranging for deployment of PTP equipment across a significant segment of the Company’s spectrum license area and in developing relationships for additional leasing activity for the Company’s 39 GHz licenses when PMP equipment becomes available. He was the executive primarily responsible for completing the agreement with CBNL. As CFO, he is the lead person on reporting, internal controls and investor relations, and is instrumental in the Company’s expense control efforts that enable efficient operations.

Mr. Pi was awarded a cash bonus in the amount of $65,000 and a grant of 45,000 restricted shares of our Class B common stock. In making the determination, the Committee noted Mr. Pi’s essential role in the successful advocacy with the FCC and engagement with academia and the wireless industry. He is primarily responsible for establishment of, and the progress made at, the Company’s Gigabit Mobility Lab. Mr. Pi’s recognition in the industry was a key factor in the success of the Company’s advocacy efforts with the FCC and industry standard-making groups.

In addition to the equity grants described above, Messrs. Jonas, Rand and Pi received the options as payment of a portion of their base salaries for Fiscal 2016 as described above.

2017 base salaries

There were no changes to the Fiscal 2016 base salaries the Named Executive Officers are to receive in Fiscal 2017.

Goals for Fiscal 2017

At a meeting held on October 6, 2016, our Compensation Committee approved the following goals for Fiscal 2017: (i) be prepared to address a resolution of the pending FCC investigation, or to challenge action taken by the FCC over the Company’s objections; (ii) absent any FCC action that prevents growth of spectrum leasing operations, increase revenue by $1 million in calendar 2017; (iii) continue progress at the Company’s Gigabit Mobility Lab, including conducting an outdoor demonstration of hardware; (iv) continue regulatory advocacy in the FCC’s rulemaking proceedings; (v) restart intellectual property enforcement efforts; (vi) raise working capital; and (vii) operate in accordance with budget.

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Fiscal 2015

Base Salaries

During Fiscal 2015, base salaries paid to Mr. Jonas, Mr. Rand and Mr. Pi were $325,000, $250,000 and $185,000, respectively.

Goals

At a meeting held on October 23, 2014, our Compensation Committee approved the following goals for Fiscal 2015: (i) file and pursue the appeal of the adverse PTAB decision regarding certain claims in our patents; (ii) further the licensing portion of our intellectual property enforcement program; (iii) advance the development, testing and deployment of hardware utilizing our 39 GHz spectrum licenses for point-to-multipoint applications; (iv) advance development of a solution utilizing our 39 GHz spectrum assets for small cell backhaul and move toward establishment of a test bed for that solution; (v) further the long-term efforts to have our millimeter wave spectrum be eligible for mobility for 5G networks, specifically, assist in FCC rulemaking to permit that usage, engaging with partners in the telecommunications operator and hardware manufacturing industries, and with potential users of our spectrum in that manner; (vi) operate efficiently and within budget; (vii) upgrade marketing and on-line presence of the Company and the Spectrum division; and (viii) maintain full compliance and best practices with respect to public disclosure, SEC filings and relations with investors and the media.

Performance and Bonus and Incentive Equity Awards

At a meeting held on July 23, 2015, our Compensation Committee met and approved cash bonuses and equity grants to our executive officers and other key employees, and set base salaries for Fiscal 2016. Management had prepared recommended amounts, and the Committee considered those recommendations in determining the amount approved.

Upon presentation by management, the Compensation Committee noted the following performance relative to the approved Fiscal 2015 goals as well as other significant developments in executing on the Company’s short, medium and long term plans. Specifically: (i) the Company filed and was pursuing the appeal of the adverse PTAB decision regarding certain claims in its patents, and that the matter was proceeding expeditiously before the U.S. Court of Appeals for the Federal Circuit; (ii) the Company was in advanced discussions with external vendors with firm dates for the delivery of hardware utilizing its 39 GHz spectrum licenses for PMP applications, which would greatly expand the solutions to be marketed for that spectrum; (iii) the Company had made tremendous strides with the FCC, industry and academic groups and industry participants in having millimeter wave spectrum be eligible for mobility for 5G networks, as more fully described in the Company’s periodic reports; (iv) during Fiscal 2015, the Company operated efficiently and within budget, spending less than budgeted while meeting or exceeding key goals and making progress on all fronts; and (v) the Company continued extensive marketing presence for current applications of its spectrum assets, signing up new lessees to replace expiring transactions. Due to the continuing pendency of the appeal of the PTAB’s decision, the Company was not able to make any progress on its intellectual property enforcement program.

Mr. Jonas was awarded a cash bonus in the amount of $90,000 and a grant of 60,000 restricted shares of our Class B common stock. In making the determination, the Committee noted Mr. Jonas’ contribution to all of the Company’s operations, in particular his leading the efforts with outside counsel on the appeal of the PTAB decision, his role in discussions with hardware developers for 39 GHz equipment, his engagement with NYU Wireless and establishment of the Company’s Strategic Technical Advisory Board, as well as his lead role in advocacy for the inclusion of millimeter wave spectrum for mobility applications with the FCC and the wireless communications industry.

Mr. Rand was awarded a cash bonus in the amount of $50,000. In making the determination, the Committee noted Mr. Rand’s lead role in marketing the Company’s spectrum assets for current applications and in securing a leading equipment manufacturer to develop PMP hardware using 39 GHz spectrum. He was also the lead person on reporting, internal controls and investor relations, and was instrumental in the Company’s expense control efforts that enabled it to operate within budget on the expense side.

Mr. Pi was awarded a cash bonus in the amount of $50,000 and a grant of 30,000 restricted shares of our Class B common stock. In making the determination, the Committee noted Mr. Pi’s essential role in advocacy with the FCC, academia and the wireless industry, as well as his development of the technology that may allow for utilization of

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millimeter wave spectrum for mobility applications. Mr. Pi’s recognition in the industry was a key factor in the success of the Company’s advocacy efforts.

Fiscal 2015 Base Salaries

Our Compensation Committee approved base salaries for Fiscal 2015 of $325,000 for Mr. Jonas, $250,000 for Mr. Rand and $225,000 for Mr. Pi. Mr. Pi’s increase was due to his increased role in the Company and the greater effort required as the Company’s efforts in his area were coming to fruition. Base salaries for other executive officers remained unchanged.

Fiscal 2014

Upon the Spin-Off, our current Board of Directors was empaneled and the current members of our Compensation Committee were appointed.

At a meeting held on August 2, 2013, our Compensation Committee approved annual base salaries for Fiscal 2014 of $200,000 for Mr. Jonas and $175,000 for Mr. Rand, which were the same annual rates as they had been paid by IDT prior to the Spin-Off.

At such meeting, our Compensation Committee approved the annual bonus to Mr. Jonas of 2.5% of the Company’s net income in each calendar year, noting that such methodology clearly aligned Mr. Jonas’ interests with that of the Company’s stockholders and that Mr. Jonas was assuming risk, particularly in light of the stage of the Company’s development and the timing of anticipated net income in execution of the Company’s business plan.

The Compensation Committee also approved the grant, under the Company’s Stock Option and Incentive Plan, of 229,608 shares of Class B common stock of the Company (with a grant date value of $1,301,887) to Mr. Jonas, and of 38,268 shares of Class B common stock (with a grant date value of $219,021) to Mr. Rand. The grants vest in equal increments over three years from grant. The Committee noted the long term nature of the Company’s goals, the leanness of the Company’s management team and the key roles that Messrs. Jonas and Rand played in developing the business plans and that they will need to play in any successful execution of the business plans.

Goals

At a meeting held on October 17, 2013, our Compensation Committee approved the following goals for Fiscal 2014: (i) increase revenue from Straight Path IP Group; (ii) increase revenue from the non-enterprise business of Straight Path Spectrum, and sales and leasing of spectrum; (iii) establish go-to-market relationships with third parties for small cell backhaul utilization of Straight Path Spectrum’s licenses; (iv) achieve positive results on a number of pending cases regarding the enforcement of Straight Path IP Group’s patents; (v) increase the number of enforcement actions in district courts; (vi) establish a monetization strategy for Droplet patent portfolio; (vii) meet or exceed the Fiscal 2014 budget for bottom line performance; (viii) enhance the Company’s investment policy to increase return on investment for financial assets; and (ix) broaden the Company’s exposure with expanded public relations and investor relations campaigns.

Compensation Decisions Made for Fiscal 2014

At a meeting held on July 30, 2014, our Compensation Committee met and approved cash bonuses and equity grants to our then executive officers, for performance during Fiscal 2014 and their then positions in the future plans of the Company, as well as an equity grant for Mr. Pi, upon his joining the Company. Management had prepared recommended amounts, and the Committee considered those recommendations in determining the amount approved.

Mr. Jonas was awarded a cash bonus in the amount of $60,000 and a grant of 71,000 restricted shares of our Class B common stock. Mr. Rand was awarded a cash bonus of $45,000 and a grant of 52,000 restricted shares of our Class B common stock.

Employment Agreements

None of our executive officers are party to employment agreements. The Company believes that the substantial portion of the compensation paid to executives that is in the form of long term equity grants, creates sufficient incentive for retention of executives.

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EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The table below summarizes the total compensation paid or awarded to our Named Executive Officers by the Company during Fiscal 2016, Fiscal 2015 and Fiscal 2014. David Breau was not an executive officer during Fiscal 2016, thus he is not a Named Executive Officer for the current period and his compensation is not included in the tables below.

Name and Principal Position		Fiscal Year		Salary ($)			Bonus ($)(1)			Stock Awards ($)(2)				Option Awards ($)(3)				All other Compensation ($)				Total ($)
Davidi Jonas Chairman of the Board and Chief Executive Officer		Fiscal 2016		$	325,000		$	100,000		$	—			$	186,757	(4)		$	10,600	(5)		$	622,357
		Fiscal 2015		$	325,000		$	90,000		$	1,494,900	(6)		$	—			$	—			$	1,909,900
		Fiscal 2014		$	197,231		$	60,000		$	2,002,647	(7)		$	—			$	2,000	(8)		$	2,261,878
Jonathan Rand Chief Financial Officer		Fiscal 2016		$	250,000		$	75,000		$	—			$	104,246	(9)		$	10,600	(10)		$	439,846
		Fiscal 2015		$	250,000		$	50,000		$	—			$	—			$	—			$	300,000
		Fiscal 2014		$	175,000		$	45,000		$	730,220	(11)		$	—			$	—			$	950,220
Zhouyue (Jerry) Pi Chief Technology Officer		Fiscal 2016		$	225,000		$	65,000		$	—			$	95,995	(12)		$	10,600	(13)		$	396,595
		Fiscal 2015		$	185,000		$	50,000		$	1,487,400	(14)		$	—			$	—			$	1,722,400

____________

(1)      The amounts shown in this column reflect bonuses paid for performance during the relevant period irrespective of when such bonus was paid.

(2)      The amounts shown in this column reflect the aggregate grant date fair value of restricted stock awards computed in accordance with FASB ASC Topic 718. Please see Note 6 to SPCI’s Consolidated Financial Statements included in SPCI’s Annual Report on Form 10-K for the Fiscal Year ended July 31, 2015.

(3)      The amounts shown in this column reflect the value of the options granted to the Named Executive Officers and reflect a portion of the base salary that will be paid to the Named Executive Officers in Fiscal 2017 in the form of options to purchase Class B Common Stock (as described above under the heading Compensation Discussion and Analysis). The value represents the grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718.

(4)      Consists of options to purchase 42,325 shares of Class B Common Stock granted to Mr. Jonas on June 17, 2016 and vest and become exercisable ratably over the 12-month period commencing July 1, 2016 in respect of $162,500 of Mr. Jonas’ $325,000 base salary for Fiscal 2017.

(5)      The Company’s contribution of 410 shares of Class B Common Stock and $1.50 in cash to Mr. Jonas’ 401(k) account.

(6)      Consists of 60,000 shares of Restricted Class B Common Stock that vested immediately upon grant on August 7, 2015. These shares, which were granted in Fiscal 2016, are included above in Fiscal 2015 because the issuance was approved by the Compensation Committee on July 23, 2015 for services performed for the entire Fiscal 2015, and for accounting purposes they are treated as having been granted in Fiscal 2015.

(7)      Consists of the value of (i) 229,608 shares of Restricted Stock granted on August 2, 2013, which vested and are to vest as to 76,536 shares on each of August 2, 2014, 2015 and 2016, and (ii) 71,000 shares of Restricted Stock granted on July 30, 2014, which vested and are to vest as to 24,000 shares on March 30, 2015, 24,000 shares on February 1, 2016 and 23,000 shares on February 1, 2017.

(8)      The Company’s matching contribution to Mr. Jonas’ SPCI account established under the IDT 401(k) plan.

(9)      Consists of options to purchase 23,626 shares of Class B Common Stock granted to Mr. Rand on June 17, 2016 and vest and become exercisable ratably over the 12-month period commencing July 1, 2016 in respect of $50,000 of Mr. Rand’s $250,000 base salary for Fiscal 2017.

(10)   The Company’s contribution of 410 shares of Class B Common Stock and $1.50 in cash to Mr. Rand’s 401(k) account.

(11)   Consists of the value of (i) 38,628 shares of Restricted Stock granted on August 2, 2013, which vested and are to vest as to 12,756 shares on each of August 2, 2014, October 16, 2015 and August 2, 2016, and (ii) 52,000 shares of Restricted Stock granted on July 30, 2014, which vested and are to vest as to 18,000 shares on March 30, 2015, 17,000 shares on each of February 1, 2016 and 2017.

(12)   Consists of options to purchase 21,756 shares of Class B Common Stock granted to Mr. Pi on June 17, 2016 and vest and become exercisable ratably over the 12-month period commencing July 1, 2016 in respect of $50,000 of Mr. Pi’s $225,000 base salary for Fiscal 2017.

(13)   The Company’s contribution of 410 shares of Class B Common Stock and $1.50 in cash to Mr. Pi’s 401(k) account.

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(14)   Consists of the value of (i) 60,000 shares of Restricted Stock granted on September 1, 2014, which vested and are to vest as to 20,000 shares on October 16, 2015 and 20,000 shares on each of September 1, 2016 and 2017, and (ii) 30,000 shares of Restricted Stock granted on July 23, 2015, which vested and are to vest as to 10,000 shares on each of October 16, 2016, 2017 and 2018.

Except as provided for in agreements that the Company may enter into with its executive officers, any bonus compensation to executive officers will be determined by our Compensation Committee based on factors it deems appropriate, including the achievement of specific performance targets and our financial and business performance.

We adopted our 2013 Stock Incentive Plan, as amended and restated, to provide equity compensation to our Board of Directors, our management and our employees and consultants.

Grants of Plan-Based Awards

The following table sets forth information concerning the number of shares of Class B Common Stock underlying restricted stock awards and stock options under the Company’s 2013 Stock Option and Incentive Plan, as amended and restated, granted to the Named Executive Officers in Fiscal 2016. There are no estimated future payouts in connection with such awards.

		Grant Date		Approval Date		All Other Stock Awards: Number of Shares of Stock or Units (#)(1)		All Other Option Awards: Number of securities underlying options (#)		Exercise or Base Price of Option Awards ($/Sh)			Grant Date Fair Value of Stock and Option Awards(2)
Davidi Jonas		08/07/2015		07/23/2015		60,000		—			—		$	1,494,900
		06/21/2016		06/17/2016		—		42,325		$	50.00		$	186,757
Zhouyue (Jerry) Pi		06/21/2016		06/17/2016		—		21,756		$	50.00		$	95,995
Jonathan Rand		06/21/2016		06/17/2016		—		23,626		$	50.00		$	104,246

____________

(1)      These shares, which were granted in Fiscal 2016, were included in the Executive Compensation Table in Fiscal 2015 because the issuance was approved by the Compensation Committee on July 23, 2015 for services performed for the entire Fiscal 2015, and for accounting purposes they are treated as having been granted in Fiscal 2015.

(2)      Represents the grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718.

Outstanding Equity Awards at 2016 Fiscal Year-End

The following table provides information on the current holdings of restricted stock and options by our Named Executive Officers at July 31, 2016.

Option Awards													Stock Awards
Name		Option Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised  Options (#) Unexercisable		Option Exercise Price ($)			Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested(1) ($)
Davidi Jonas		6/21/2016		3,527		38,798		$	50.00		06/16/2019		—				—
		—		—		—			—		—		99,536	(2)		$	1,815,537
Zhouyue (Jerry) Pi		6/21/2016		1,813		19,943		$	50.00		06/16/2019		—				—
		—		—		—			—		—		70,000	(3)		$	1,276,800
Jonathan Rand		6/21/2016		1,968		21,658		$	50.00		06/16/2019		—				—
		—		—		—			—		—		29,756	(4)		$	542,749

____________

(1)      Market value is computed by multiplying the closing price of our Class B Common Stock on July 29, 2016 (the last trading day of Fiscal 2016) which was $18.24 by the number of shares of restricted Class B Common Stock that had not vested as of July 31, 2016.

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(2)      76,536 shares vested on August 2, 2016 and 23,000 shares will vest on February 1, 2017.

(3)      30,000 shares vested on October 16, 2016 and 30,000 shares will vest on October 16, 2017 and 10,000 shares will vest on October 16, 2018.

(4)      12,756 shares vested on October 16, 2016 and 17,000 shares will vest on January 3, 2017.

Option Exercises and Stock Vested

The following table sets forth information regarding the shares of restricted Class B Common Stock that vested for each of the Named Executive Officers in Fiscal 2016. There were no stock options exercised by Named Executive Officers in Fiscal 2016.

		Restricted Stock Awards
Name		Number of Shares Acquired Upon Vesting (#)		Number of Shares Withheld to Cover Taxes		Value Realized on Vesting ($)(1)
Davidi Jonas		160,536		0		$	3,811,862
Zhouyue (Jerry) Pi		20,000		5,060		$	850,400
Jonathan Rand		29,756		9,826		$	1,097,605

____________

(1)      The value of restricted stock realized upon vesting represents the total number of shares acquired on vesting (without regard to the amount of shares withheld to cover taxes) and is based on the closing price of the shares of Class B Common Stock on the vesting date.

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EQUITY COMPENSATION PLAN INFORMATION

Employee Stock Incentive Program

The Company adopted the 2013 Stock Option and Incentive Plan, as amended and restated, pursuant to which shares of restricted Class B Common Stock and options to purchase Class B Common Stock have been awarded.

Equity Compensation Plans and Individual Compensation Arrangements

The following chart provides aggregate information regarding grants under all equity compensation plans of the Company through July 31, 2016.

Plan Category		Number of Securities to be Issued upon Exercise of Outstanding Options(1)		Weighted-Average Exercise Price of Outstanding Options			Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans(1)
Equity compensation plans approved by security holders		99,801		$	44.63		375,199
Total		99,801		$	44.63		375,199

____________

(1)      Reflects all outstanding options exercisable for shares of Class B Common Stock as of July 31, 2016.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

The Named Executive Officers have all been granted restricted stock and stock options pursuant to the Company’s 2013 Stock Option and Incentive Plan, as amended and restated (the “2013 Plan”). Under the 2013 Plan, in the event of a “change in control” (other than a “change in control” which is also a “corporate transaction”), each as defined in the Company’s 2013 Plan, (i) each option award which is outstanding at the time of the change in control automatically becomes fully vested and exercisable, and (ii) each share of restricted stock is released from any restrictions on transfer and repurchase or forfeiture rights.

The potential payments below are based on the provisions of the 2013 Plan and assumes the event of “change in control” took place on July 31, 2016. The value of each restricted share is computed by multiplying the closing market price per share of the Company’s Class B Common Stock on July 29, 2016 (the last trading day of Fiscal 2016) ($18.24) by the number of unvested shares of restricted Class B Common Stock held by the Named Executive Officer on that date. The value of each option is the profit that the Named Executive Officer would receive upon the vesting and exercise of the unvested stock options on July 31, 2016.

Davidi Jonas: $1,815,536.64 representing the accelerated vesting of 99,536 shares of restricted Class B Common Stock and $0 represents the accelerated vesting of 38,798 options to purchase shares of Class B Common Stock.

Zhouyue Pi: $1,276,800 representing the accelerated vesting of 70,000 shares of restricted Class B Common Stock and $0 represents the accelerated vesting of 19,943 options to purchase shares of Class B Common Stock.

Jonathan Rand: $542,749.44 representing the accelerated vesting of 29,756 shares of restricted Class B Common Stock and $0 represents the accelerated vesting of 21,658 options to purchase shares of Class B Common Stock.

There are no payments made to the Named Executive Officers upon termination of their employment.

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PROPOSALS REQUIRING YOUR VOTE

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Pursuant to the Company’s By-Laws, the authorized number of directors on the Board of Directors is between three and seventeen, with the actual number to be set, within that range, by the Board of Directors from time to time. The Board of Directors has set the number of directors on the Board of Directors at four. There are currently four directors on the Board of Directors. The current terms of all of the directors expire at the Annual Meeting. All four directors are standing for re-election at the Annual Meeting.

The nominees to the Board of Directors are Davidi Jonas, K. Chris Todd, William F. Weld and Fred S. Zeidman, each of whom has consented to be named in this proxy statement and to serve if elected. Each of the nominees is currently serving as a director of the Company. Brief biographical information about the nominees for directors is furnished below.

Each of these director nominees is standing for election for a term of one year until the 2018 Annual Meeting, or until his successor is duly elected and qualified or until his earlier resignation or removal. A majority of the votes cast at the Annual Meeting shall elect each director. Stockholders may not vote for more than four persons, which is the number of nominees identified herein. The following pages contain biographical information and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning particular experience, qualifications, attributes and/or skills that the Nominating Committee and the Board of Directors considered when determining that each nominee should serve as a director.

Davidi Jonas has served as Chief Executive Officer, President and Director of SPCI since April 2013, and has served as Chairman of the Board of SPCI since August 1, 2013. He previously served as Vice President, Business Development of IDT Corporation. He has served as manager of Straight Path Spectrum since August 2012 and served as Executive Vice President and director of Straight Path IP Group from November 2012. Mr. Jonas has also served as the Rabbi of Kingsbridge Center of Israel in the Bronx, New York from 2010-2015. Mr. Jonas taught Judaic Studies in SAR High School in Riverdale, New York from 2010 to 2012. Mr. Jonas received rabbinic ordination from Yeshivat Chovevei Torah Rabbinical School.

Key Attributes, Experience and Skills:

Mr. Jonas is very familiar with the operations included within SPCI and its subsidiaries, as well as IDT’s previous efforts to generate value from the related assets. He has exceptional inter-personal and leadership skills, and is creative in developing new applications for assets and in crafting solutions to challenges.

K. Chris Todd has served as Director of SPCI since July 2013. Mr. Todd has been a partner at the law firm of Kellog, Huber, Hansen, Todd, Evans & Figel, P.L.L.C. since 1994. Prior to that, Mr. Todd was head of the Litigation Group at Johnson & Gibbs. Mr. Todd’s extensive career in government service includes service as a Law Clerk to a federal judge, as Associate Counsel in the Office of Independent Counsel under Lawrence Walsh during the Iran/Contra Matter, and as Assistant U.S. Attorney for the Criminal Division in the United States Attorney’s Office, Southern District of New York where Mr. Todd conducted the prosecution of numerous violations of federal law, including multi-defendant business fraud and tax evasion cases. Prior to serving in the Southern District, Mr. Todd also served as a Trial Attorney for the Department of Justice’s Tax Division, Criminal Section, where Mr. Todd conducted numerous jury trials and grand jury investigations involving tax evasion. He has a Bachelor of Arts from Texas Tech University and a J.D. from the University of Texas School of Law and completed graduate studies in law at Cambridge University in England in 1974.

Key Attributes, Experience and Skills:

Mr. Todd’s private law practice focused on trial work, including patent infringement cases, and he provides invaluable expertise to the Board with respect to our Straight Path IP Group business.

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William F. Weld has served as Director of SPCI since July 2013. Mr. Weld has been a member of the law firm of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and a principal of ML Strategies, LLC, a consulting affiliate of Mintz Levin, since 2012. Mr. Weld has served as a director of Just Energy (TSX and NYSE: JE) since 2012. Mr. Weld was a partner at McDermott Will & Emery LLP from 2006 to 2012. In addition, Mr. Weld served two terms as Governor of Massachusetts, being elected in 1990 and re-elected in 1994 and had previously served as Assistant U.S. Attorney General in charge of the Criminal Division of the Justice Department in Washington D.C. Mr. Weld received a Bachelor of Arts from Harvard College and a JD from Harvard Law School.

Key Attributes, Experience and Skills:

Mr. Weld’s extensive legal and other professional experience will serve as valuable asset to the Company. He has extensive contacts in commercial, legal and governmental arenas, and his managerial experience in public service and the private sector brings important skills to the functioning of the Board of Directors.

Fred S. Zeidman has served as Director of SPCI since July 2013. Mr. Zeidman has served as a director of Hyperdynamics Corporation since 2009 and as a director of Prosperity Bancshares, Inc. since 1986. He formerly served as trustee for the AmeriSoft Liquidating Trust. Mr. Zeidman has served as CEO, Interim CEO and Chairman of the Board of a variety of companies, including several in the oil and gas sector. Mr. Zeidman is the Chairman Emeritus of the United States Holocaust Memorial Council. He was appointed to that position by President George W. Bush in March 2002 and served from 2002-2010. He is also Chairman Emeritus of the University of Texas Health Science System Houston and is on the Board of Trustees of the Texas Heart Institute (where he currently serves as Interim Chief Financial Officer). He formerly served on the Board of Directors and Executive Committee of the University of Saint Thomas and chaired its Development Committee. Mr. Zeidman received his Bachelor of Science and Bachelor of Arts from Washington University and a Masters of Business Administration from New York University.

Key Attributes, Experience and Skills:

Mr. Zeidman has served in board and other leadership positions in many entities of varying size and in different industries. His experience and familiarity with the role of a director will round out the Board of Directors and provide a source of input for management to draw on.

The Board of Directors has no reason to believe that any of the persons named above will be unable or unwilling to serve as a director, if elected.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF THE NOMINEES NAMED ABOVE.

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Directors, Director Nominees, Executive Officers

The executive officers, directors, director nominees and certain key personnel of the Company are as follows:

Name		Age		Position
Davidi Jonas		30		Chairman of the Board of Directors, Director, Director Nominee, Chief Executive Officer and Named Executive Officer
Jonathan Rand		54		Chief Financial Officer and Named Executive Officer
Zhouyue (Jerry) Pi		39		Chief Technology Officer and Named Executive Officer
David L. Breau		41		General Counsel
K. Chris Todd		70		Director and Director Nominee
William F. Weld		71		Director and Director Nominee
Fred S. Zeidman		70		Director and Director Nominee

Set forth below is biographical information with respect to the Company’s current executive officers except Davidi Jonas, whose information is set forth above under Proposal No. 1:

Jonathan Rand has served as Chief Financial Officer of SPCI since June 2013, and has served as Chief Operating Officer of SPCI’s subsidiary Straight Path Spectrum, Inc. since January 2014. Mr. Rand served as President and Chief Operating Officer of Organic Motion, an innovative computer vision company, from 2006 to 2012. Mr. Rand co-founded and served as President of Indigo Capital Advisers, providing consulting services to early stage technology companies since 2002. Mr. Rand served as Executive Vice President of Sales, Treasurer and Chief Executive Officer of the Y@P Division of Net2Phone, Inc. from 1998 to 2001 and Executive Vice President of Sales & Finance and Treasurer of IDT Corporation from 1992 to 1998. Prior to joining IDT, Mr. Rand founded and subsequently sold a national magazine, Campus Connection. Mr. Rand worked in Procter & Gamble’s brand management program, after receiving a Bachelor of Science in Economics from the Wharton School, University of Pennsylvania in 1984.

Zhouyue (Jerry) Pi has served as Chief Technology Officer of SPCI since September 2014. Prior to joining SPCI, Mr. Pi was a Senior Director at Samsung Research America in Dallas, Texas, where he led system research, standardization, and prototyping activities in 4G and 5G wireless communications networks. Before joining Samsung in 2006, Mr. Pi was with the Nokia Research Center in Dallas and San Diego, where he was a leading contributor to Nokia’s 3G wireless standardization and modern development efforts for 3GPP2 1XEV-DV, 1xEV-DO, and Ultra Mobile Broadband systems. Mr. Pi has co-authored more than 30 technical journal and conference papers and is the co-inventor of more than 150 patents and applications. Mr. Pi received a Bachelor of Engineering from Tsinghua University (with honor), a Master of Science from Ohio State University and a Masters of Business Administration from Cornell University (with distinction). He is a Fellow of the Institute of Electrical and Electronics Engineers.

David L. Breau has served as General Counsel of SPCI since February 2016. Before joining SPCI, Mr. Breau practiced law for more than eight years at two highly regarded law firms in New York City, Sullivan & Cromwell LLP and Sidley Austin LLP. Mr. Breau’s legal practice at both firms included the defense of securities class action litigations as well as internal and regulatory investigations involving various federal and state agencies. From 2006 to 2007, Mr. Breau was a law clerk to Judge Stanley Marcus on the U.S. Court of Appeals for the Eleventh Circuit. Mr. Breau earned his J.D. cum laude from Duke University School of Law, and has a B.S. in Mechanical Engineering from Johns Hopkins University. Before attending law school, Mr. Breau served in the infantry of the Israel Defense Forces.

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PROPOSAL NO. 2

RATIFICATION OF THE APPOINTMENT OF ZWICK & BANYAI, PLLC
AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Company’s stockholders are being asked to ratify the Board of Directors’ appointment of Zwick & Banyai, PLLC (“Zwick”) for the Fiscal Year ending July 31, 2017.

Zwick was the Company’s independent registered public accounting firm for Fiscal 2016 and has served the Company as its independent registered public accounting firm since the Company’s formation in April 2013. The Audit Committee has approved the engagement of Zwick to serve as the Company’s independent registered public accounting firm for Fiscal 2017. Neither the Company’s governing documents nor applicable law require stockholder ratification of our independent registered public accounting firm. However, the Audit Committee will consider the results of the stockholder vote for this proposal and, in the event of a negative vote, will review any future selection of Zwick. Even if Zwick’s appointment is ratified by the stockholders, the Audit Committee may, in its discretion, appoint a new independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and its stockholders.

We expect that representatives for Zwick will be present telephonically at the Annual Meeting, will be available to respond to appropriate questions via telephone and will have the opportunity to make such statements as they may desire.

During the Company’s two most recent fiscal years, the Company did not consult with Zwick with respect to any of the matters or events listed in Regulation S-K Item 304(a)(2).

Zwick’s report on the Company’s consolidated financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

During the two most recent fiscal years there were no disagreements between the Company and Zwick on any matter of accounting principles or practices, consolidated financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Zwick, would have caused Zwick to make reference to the subject matter of the disagreements in connection with its report on the Company’s consolidated financial statements for such years.

During the two most recent fiscal years there were no “reportable events”, as defined in Regulation S-K Item 304(a)(1)(v).

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR RATIFICATION OF THE APPOINTMENT OF ZWICK & BANYAI, PLLC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
 YEAR ENDING JULY 31, 2017.

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Audit and Non-Audit Fees

The following table presents fees billed for professional services rendered by Zwick & Banyai, PLLC for the fiscal years ended July 31, 2016 and July 31, 2015.

Fiscal Year Ended July 31		2016				2015
Audit Fees		$	71,090	(1)		$	71,979	(2)
Audit Related Fees			—				—
Tax Fees		$	—				—
All Other Fees		$	—				—
Total		$	71,090			$	71,979

____________

(1)      Audit fees for fiscal 2016 were principally for audit work performed on the consolidated financial statements for the fiscal year ended July 31, 2016.

(2)      Audit fees for fiscal 2015 were principally for audit work performed on the consolidated financial statements for the fiscal year ended July 31, 2015.

The Audit Committee concluded that the provision of the non-audit services listed above is compatible with maintaining the independence of Zwick & Banyai, PLLC.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm

The Audit Committee is responsible for appointing, setting compensation for, and overseeing the work of the Company’s independent registered public accounting firm. The Audit Committee has established a policy regarding pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm, and all such services were approved by the Audit Committee for the Interim Period following the Spin-Off.

The Audit Committee assesses requests for services by the independent registered public accounting firm using several factors. The Audit Committee will consider whether such services are consistent with the Public Company Accounting Oversight Board’s and SEC’s rules on auditor independence. In addition, the Audit Committee will determine whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service based upon the members’ familiarity with the Company’s business, people, culture, accounting systems, risk profile and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality.

Report of the Audit Committee

The primary purpose of the Audit Committee is to assist the Board of Directors in its general oversight of the Company’s financial reporting process, internal controls, and audit functions. The Audit Committee’s purpose is more fully described in its charter, which can be found in the Governance section of our website, http://spathinc.com/investors. The Audit Committee reviews its charter on an annual basis. The Board of Directors annually reviews the NYSE MKT listing standards’ definition of independence for Audit Committee members and has determined that each member of the Committee meets that standard and that each of the members is “financially literate” as defined by Securities Exchange and Commission and NYSE MKT rules. The Board of Directors has also determined that Fred S. Zeidman, Chairman of the Audit Committee, qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

The Company’s management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, in accordance with U.S. generally accepted accounting principles, and financial reporting requirements, internal controls, and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. The Company has retained Rotenberg Meril Solomon Bertiger & Guttilla, P.C. (“Rotenberg”) to perform internal audit functions and reports to the Audit Committee and to the Company’s management. Rotenberg is responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of the Company’s system of internal controls related to, for example, the reliability and integrity of the Company’s financial information and the safeguarding of the Company’s assets. With regard to the internal audit functions, the Audit Committee reviewed the audit plan, audit scope and its coverage in relation to the scope of the external audit, and approved Rotenberg to perform the internal audit function. The Company’s independent registered public accounting firm for Fiscal 2016, Zwick & Banyai, PLLC, is responsible for performing an independent audit of the consolidated

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financial statements in accordance with generally accepted auditing standards and expressing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles. In accordance with law, the Audit Committee has ultimate authority and responsibility for selecting, compensating, evaluating, and, when appropriate, replacing the Company’s independent audit firm, and evaluates its independence. The Audit Committee has the authority to engage its own outside advisors, including experts in particular areas of accounting, as it determines appropriate, apart from counsel or advisors hired by the Company’s management.

Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of the Company’s management and the independent audit firm; nor can the Audit Committee certify that the independent audit firm is “independent” under applicable rules. The Audit Committee serves a Board-level oversight role in which it provides advice, counsel, and direction to the Company’s management and to the auditors on the basis of the information it receives, discussions with the Company’s management and the auditors, and the experience of the Audit Committee’s members in business, financial, and accounting matters.

The Audit Committee’s annual agenda includes reviewing the Company’s financial statements, internal control over financial reporting, and audit and other matters. The Audit Committee meets each quarter with Zwick & Banyai, PLLC and the Company’s management to review the Company’s interim financial results before the publication of the Company’s quarterly earnings news releases. The Company’s management’s and the independent audit firm’s presentations to, and discussions with, the Audit Committee cover various topics and events that may have significant financial impact or are the subject of discussions between the Company’s management and the independent audit firm. The Audit Committee reviews and discusses with the Company’s management the Company’s major financial risk exposures and the steps that the Company’s management has taken to monitor and control such exposures. In accordance with law, the Audit Committee is responsible for establishing procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, including confidential, anonymous submission by the Company’s employees, received through established procedures, of any concerns regarding questionable accounting or auditing matters.

Among other matters, the Audit Committee monitors the activities and performance of the Company’s vendor performing internal audit function and independent registered public accounting firm, including the audit scope, external audit fees, auditor independence matters, and the extent to which the independent audit firm can be retained to perform non-audit services. The Company’s independent audit firm has provided the Audit Committee with the written disclosures and the letter required by the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent audit firm and the Company’s management that firm’s independence. In accordance with Audit Committee policy and the requirements of law, the Audit Committee pre-approves all services to be provided by Zwick & Banyai, PLLC. Pre-approval includes audit services, audit-related services, tax services, and other services.

The Committee has reviewed and discussed with the Company’s management the audited financial statements of the Company for the Fiscal Year ended July 31, 2016, as well as the effectiveness of the Company’s internal controls over financial reporting as of July 31, 2016. The Committee has also reviewed and discussed with Zwick & Banyai, PLLC the matters required to be discussed with the independent registered public accounting firm by applicable PCAOB rules regarding “Communication with Audit Committees.”

In reliance on these reviews and discussions, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2016, for filing with the SEC.

		THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
		Fred S. Zeidman — Chairman and Audit Committee
		Financial Expert
		K. Chris Todd
		William F. Weld

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Act or the Exchange Act that might incorporate future filings, including this Proxy Statement, in whole or in part, the foregoing report, as well as any charters or policies referenced within this Proxy Statement, shall not be incorporated by reference into any such filings, nor shall they be deemed to be soliciting material or deemed filed with the SEC under the Act or under the Exchange Act.

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PROPOSAL NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act, we are asking our stockholders to cast an advisory vote on the compensation of the “Named Executive Officers” identified in the 2016 Summary Compensation Table in the “Executive Compensation” section of this Proxy Statement. This vote is advisory and not binding on the Company; however, it will provide feedback concerning our executive compensation program. We hold advisory votes on executive compensation every three years. Our Board decided on votes every three years and a majority of our stockholders voted for that preference in 2014. We will continue to hold advisory votes on executive compensation every three years until our next vote on the frequency of stockholder votes on executive compensation, which will occur at our 2020 annual meeting.

As noted in the Compensation Discussion and Analysis included in the “Executive Compensation” section of this Proxy Statement, the Compensation Committee believes that our executive compensation program implements and achieves the goals of our executive compensation philosophy. That philosophy, which is set by the Compensation Committee, is designed to attract and retain qualified and motivated personnel and align their interests with the short-term and long-term goals of the Company and with the best interests of our stockholders. Our compensation philosophy is to provide compensation to attract the individuals necessary for our current needs and growth initiatives, and provide them with the proper incentives to motivate those individuals to achieve our long-term plans.

The three broad components of our executive officer compensation are base salary, annual cash incentive bonuses awards, and long term equity-based incentive awards. The Compensation Committee periodically reviews total compensation levels and the allocation of compensation among these three components for each of the executive officers in the context of our overall compensation policy. Additionally, the Compensation Committee, in conjunction with our board, reviews the relationship of executive compensation to corporate performance generally and with respect to specific enumerated goals that are established by the Compensation Committee early in each fiscal year. The Compensation Committee believes that our current compensation plans are competitive and reasonable.

Further details concerning how we implement our philosophy and goals, and how we apply the above principles to our compensation program, are provided in the Compensation, Discussion and Analysis above. In particular, we discuss how we set compensation targets and other objectives and evaluate performance against those targets and objectives to assure that performance is appropriately rewarded.

Stockholders are urged to read the Compensation, Discussion and Analysis and other information in the “Executive Compensation” section of this Proxy Statement. The Compensation Committee and the Board of Directors believe that the information provided in that section demonstrates that our executive compensation program aligns our executives’ compensation with SPCI’s short-term and long-term performance and provides the compensation and incentives needed to attract, motivate and retain key executives who are crucial to SPCI’s long-term success. Accordingly, the following resolution will be submitted for a stockholder vote at the Annual Meeting:

“RESOLVED, that the stockholders of Straight Path Communications Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosures.”

Although the advisory vote is non-binding, the Compensation Committee and the Board of Directors will review the results of the vote. The Compensation Committee will consider stockholders’ concerns and take them into account in future determinations concerning our executive compensation program.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS STATED IN THE ABOVE RESOLUTION.

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OTHER INFORMATION

Submission of Proposals for the 2018 Meeting of Stockholders

Stockholders who wish to present proposals for inclusion in the Company’s proxy materials in connection with the 2018 annual meeting of stockholders must submit such proposals in writing to the Corporate Secretary of the Company at 5300 Hickory Park Drive, Suite 218, Glen Allen, Virginia 23059, which proposals must be received at such address no later than August 3, 2017. In addition, any stockholder proposal submitted with respect to the Company’s 2018 annual meeting of stockholders, which proposal is submitted outside the requirements of Rule 14a-8 under the Exchange Act and, therefore, will not be included in the relevant proxy materials, will be considered untimely for purposes of Rule 14a-4 and 14a-5 if written notice thereof is received by the Company’s Corporate Secretary after October 17, 2017.

Availability of Annual Report on Form 10-K

Additional copies of the Company’s 2016 Annual Report on Form 10-K obtained by contacting Yonatan Cantor, Corporate Secretary and VP Business Affairs, by phone at (804) 433-1523, or by mail addressed to Yonatan Cantor, Corporate Secretary and VP Business Affairs, at 5300 Hickory Park Drive, Suite 218, Glen Allen, Virginia 23059.

Other Matters

The Board of Directors knows of no other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, it is intended that proxies granted will be voted in respect thereof in accordance with the judgments of the persons voting the proxies.

It is important that the proxies be returned promptly and that your shares be represented. Stockholders are urged to fill in, sign and promptly return the accompanying form in the enclosed envelope.

		BY ORDER OF THE BOARD OF DIRECTORS
November 22, 2016
		Yonatan Cantor Corporate Secretary

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