American Tower Corp 8-K, filed May 24, 2024
American Tower Corp (AMT)
8-K
2024-05-24
For: 2024-05-22
View Original
Added on
April 10, 2026
About this 8-K
American Tower Corp filed this 8-K on May 24, 2024, reporting on events of May 22, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 22, 2024
AMERICAN TOWER CORPORATION
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
(Address of Principal Executive Offices) (Zip Code)
(617 ) 375-7500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Director Election. On May 23, 2024, the Board of Directors (the “Board”) of American Tower Corporation (the “Company”) appointed Neville R. Ray to the Compensation Committee of the Board. The Board had previously elected Mr. Ray as a director on March 14, 2024.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held virtually on May 22, 2024. At the Annual Meeting, the Company's stockholders elected eleven individuals to the Board, approved Proposals 2 and 3 and rejected Proposals 4 and 5. The proposals are described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2024.
The final results of the stockholder voting regarding each proposal were as follows:
1. Election of the following directors for the ensuing year and until his or her successor is elected and qualified.
| Nominee | Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||
| Steven O. Vondran | 399,927,274 | 508,320 | 1,403,295 | 23,882,113 | ||||||||||
| Kelly C. Chambliss | 396,625,025 | 3,835,188 | 1,378,676 | 23,882,113 | ||||||||||
| Teresa H. Clarke | 399,776,104 | 673,832 | 1,388,953 | 23,882,113 | ||||||||||
| Kenneth R. Frank | 399,383,209 | 1,064,290 | 1,391,390 | 23,882,113 | ||||||||||
| Robert D. Hormats | 397,138,003 | 3,299,807 | 1,401,079 | 23,882,113 | ||||||||||
| Grace D. Lieblein | 396,600,600 | 3,851,879 | 1,386,410 | 23,882,113 | ||||||||||
| Craig Macnab | 391,201,884 | 9,249,323 | 1,387,682 | 23,882,113 | ||||||||||
| Neville R. Ray | 399,845,341 | 563,554 | 1,429,994 | 23,882,113 | ||||||||||
| JoAnn A. Reed | 381,226,284 | 19,232,089 | 1,380,516 | 23,882,113 | ||||||||||
| Pamela D.A. Reeve | 386,961,999 | 13,489,319 | 1,387,571 | 23,882,113 | ||||||||||
| Bruce L. Tanner | 399,804,743 | 642,403 | 1,391,743 | 23,882,113 | ||||||||||
2. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024.
| Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 398,241,458 | 26,348,483 | 1,131,061 | — | ||||||||
3. Approval, on an advisory basis, of the Company’s executive compensation.
| Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 377,946,266 | 14,857,394 | 9,035,229 | 23,882,113 | ||||||||
4. Consideration of a stockholder proposal regarding the ownership threshold required to call a special meeting.
| Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 182,342,130 | 217,945,508 | 1,551,251 | 23,882,113 | ||||||||
5. Consideration of a stockholder proposal regarding disclosure of racial and gender pay gaps.
| Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 196,704,192 | 203,072,017 | 2,062,680 | 23,882,113 | ||||||||
Item 8.01 Other Events.
On May 23, 2024, the Company issued a press release (the “Press Release”) announcing that the Board declared a cash distribution of $1.62 per share of the Company’s common stock, payable on July 12, 2024 to the stockholders of record at the close of business on June 14, 2024.
A copy of the Press Release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN TOWER CORPORATION | |||||||||||
| (Registrant) | |||||||||||
| Date: | May 24, 2024 | By: | /s/ Rodney M. Smith | ||||||||
| Rodney M. Smith | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||
Exhibit 99.1
Contact: Adam Smith
Senior Vice President, Investor Relations and FP&A
Telephone: (617) 375-7500
AMERICAN TOWER CORPORATION DECLARES QUARTERLY DISTRIBUTION
Boston, Massachusetts — May 23, 2024 — American Tower Corporation (NYSE: AMT) announced that its Board of Directors (the “Board”) declared a quarterly cash distribution of $1.62 per share on shares of the Company’s common stock. The distribution is payable on July 12, 2024 to the stockholders of record at the close of business on June 14, 2024.
About American Tower
American Tower, one of the largest global REITs, is a leading independent owner, operator and developer of multitenant communications real estate with a portfolio of over 224,000 communications sites and a highly interconnected footprint of U.S. data center facilities. For more information about American Tower, please visit the “Earnings Materials” and “Investor Presentations” sections of our investor relations hub at www.americantower.com.
Cautionary Language Regarding Forward-Looking Statements
This press release contains “forward-looking statements” concerning the Company’s goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions and other statements that are not necessarily based on historical facts. Actual results may differ materially from those indicated in the Company’s forward-looking statements as a result of various factors, including those factors set forth under the caption “Risk Factors” in Item 1A of its most recent annual report on Form 10-K, and other risks described in documents the Company subsequently files from time to time with the Securities and Exchange Commission. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances.
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