American Tower Corporation
8-K on 05/19/2020   Download
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AMERICAN TOWER CORP /MA/0001053507false00010535072020-05-182020-05-180001053507exch:XNYSus-gaap:CommonStockMember2020-05-182020-05-180001053507exch:XNYSamt:OnePointThreeSeventyFivePercentSeniorNotesdue2025Member2020-05-182020-05-180001053507amt:OnePointNineFiveZeroPercentSeniorNotesDue2026Memberexch:XNYS2020-05-182020-05-18


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 18, 2020
AMERICAN TOWER CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware
001-14195
65-0723837
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

116 Huntington Avenue
Boston, Massachusetts 02116
(Address of Principal Executive Offices) (Zip Code)

(617375-7500
(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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value AMTNew York Stock Exchange
1.375% Senior Notes due 2025AMT 25ANew York Stock Exchange
1.950% Senior Notes due 2026AMT 26BNew York Stock Exchange
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 5.07 Submission of Matters to a Vote of Security Holders.

The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of American Tower Corporation (the “Company”) was held virtually on May 18, 2020. At the Annual Meeting, the Company's stockholders elected eleven individuals to the Board of Directors (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 6, 2020.

The final results of the stockholder voting regarding each proposal were as follows:

1. Election of the following directors for the ensuing year or until their successors are elected and qualified.

NomineeVotes Cast ForVotes AgainstVotes AbstainedBroker Non-Votes
Thomas A. Bartlett372,519,5854,570,676227,39523,804,603
Raymond P. Dolan362,523,37914,565,621228,65623,804,603
Robert D. Hormats375,914,2231,173,355230,07823,804,603
Gustavo Lara Cantu364,720,37512,370,166227,11523,804,603
Grace D. Lieblein376,912,380185,306219,97023,804,603
Craig Macnab372,098,7164,988,067230,87323,804,603
JoAnn A. Reed364,810,42812,289,453217,77523,804,603
Pamela D.A. Reeve363,591,18213,472,417254,05723,804,603
David E. Sharbutt365,311,90311,474,426531,32723,804,603
Bruce L. Tanner373,734,4153,350,521232,72023,804,603
Samme L. Thompson366,615,60810,473,254228,79423,804,603

2. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020.

Votes Cast ForVotes AgainstVotes AbstainedBroker Non-Votes
386,773,74414,067,362281,153

3. Approval, on an advisory basis, of the Company’s executive compensation.

Votes Cast ForVotes AgainstVotes AbstainedBroker Non-Votes
366,822,36710,011,801483,48823,804,603

4. Consideration of a stockholder proposal to require periodic reports on political contributions and expenditures.

Votes Cast ForVotes AgainstVotes AbstainedBroker Non-Votes
138,677,674237,129,6621,510,32023,804,603

5. Consideration of a stockholder proposal regarding the ownership threshold required to call a special meeting.

Votes Cast ForVotes AgainstVotes AbstainedBroker Non-Votes
162,337,578214,345,419634,65923,804,603





Item 8.01 Other Events.
On May 19, 2020, the Company issued a press release (the “Press Release”) announcing that the Board declared a cash distribution of $1.10 per share of the Company’s common stock, payable on July 10, 2020 to the stockholders of record at the close of business on June 19, 2020.

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 Date 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 19, 2020By:/s/ Rodney M. Smith
Rodney M. Smith
Executive Vice President, Chief Financial Officer and Treasurer