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 21, 2019
 
 
 
 
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)
(IRS Employer Identification
No.)
 
 
 
 
116 Huntington Avenue
Boston, Massachusetts 02116
(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):
¨
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 class
 Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
 AMT
New York Stock Exchange
1.375% Senior Notes due 2025
AMT 25A
New York Stock Exchange
1.950% Senior Notes due 2026
AMT 26B
New 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of American Tower Corporation (the “Company”) was held on May 21, 2019 in Boston, Massachusetts. At the Annual Meeting, the Company's stockholders elected ten 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 10, 2019.

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.

Nominee
Votes Cast For
Votes Against
Votes Abstained
Broker Non-Votes
Raymond P. Dolan
378,605,294
8,698,072
169,935
24,232,343
Robert D. Hormats
385,492,470
1,809,887
170,944
24,232,343
Gustavo Lara Cantu
381,560,794
5,739,454
173,053
24,232,343
Grace D. Lieblein
387,177,680
133,121
162,500
24,232,343
Craig Macnab
387,089,316
211,596
172,389
24,232,343
JoAnn A. Reed
381,105,302
5,747,598
620,401
24,232,343
Pamela D.A. Reeve
377,111,261
10,197,667
164,373
24,232,343
David E. Sharbutt
371,402,885
11,920,080
4,150,336
24,232,343
James D. Taiclet
375,100,428
10,190,258
2,182,615
24,232,343
Samme L. Thompson
381,545,226
5,755,639
172,436
24,232,343

2.      Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2019.

Votes Cast For
Votes Against
Votes Abstained
Broker Non-Votes
401,294,278
10,209,123
202,243
—

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

Votes Cast For
Votes Against
Votes Abstained
Broker Non-Votes
377,641,519
8,993,087
838,695
24,232,343

4.    Consideration of a stockholder proposal to adopt a policy requiring an independent Board Chairman.

Votes Cast For
Votes Against
Votes Abstained
Broker Non-Votes
82,807,828
304,248,002
417,471
24,232,343

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

Votes Cast For
Votes Against
Votes Abstained
Broker Non-Votes
134,986,754
251,282,593
1,203,954
24,232,343




Item 8.01      Other Events.

On May 22, 2019, the Company issued a press release (the “Press Release”) announcing that the Board declared a cash distribution of $0.92 per share of the Company’s common stock, payable on July 12, 2019 to such stockholders of record at the close of business on June 19, 2019.

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
 








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 22, 2019
By:
/s/ Thomas A. Bartlett
 
 
Thomas A. Bartlett
 
 
Executive Vice President and Chief Financial Officer







Exhibit 99.1

AMTA50.JPG

Contact: Igor Khislavsky
Vice President, Investor Relations
Telephone: (617) 375-7500

AMERICAN TOWER CORPORATION DECLARES QUARTERLY DISTRIBUTION

BOSTON, MASSACHUSETTS   - May 22, 2019 - American Tower Corporation (NYSE: AMT) today announced that its board of directors has declared its quarterly cash distribution of $0.92 per share on shares of the Company’s common stock. The distribution is payable on July 12, 2019 to such stockholders of record at the close of business on June 19, 2019.

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 170,000 communications sites. For more information about American Tower, please visit 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 in Item 1A of its Form 10-K for the year ended December 31, 2018 under the caption “Risk Factors.” 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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