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 30, 2014
Crown Castle International Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-16441 | 76-0470458 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
1220 Augusta Drive
Suite 600
Houston, TX 77057
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (713) 570-3000
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)) |
ITEM 5.07 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders (“Annual Meeting”) of Crown Castle International Corp. (“Company”) was held on May 30, 2014, at which meeting the Company’s stockholders (1) elected each of the four nominees for class I directors for a one-year term, (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal year 2014, and (3) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting as filed with the Securities and Exchange Commission on April 8, 2013. The final voting results for each proposal submitted to a vote are set forth below:
1) Election of class I directors:
| Name |
Votes For | Votes Against | Abstentions | Broker Non- Votes |
||||||||||||
| P. Robert Bartolo |
290,000,867 | 274,728 | 198,873 | 11,417,720 | ||||||||||||
| Dale N. Hatfield |
288,340,694 | 1,935,540 | 198,234 | 11,417,720 | ||||||||||||
| Lee W. Hogan |
286,609,669 | 3,666,705 | 198,094 | 11,417,720 | ||||||||||||
| Robert F. McKenzie |
286,378,391 | 3,898,236 | 197,841 | 11,417,720 | ||||||||||||
2) The ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal year 2014:
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 300,806,244 |
900,045 | 185,899 | 0 | |||||||||
3) The non-binding, advisory vote regarding the compensation of the Company’s named executive officers:
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 286,688,771 |
3,471,608 | 314,089 | 11,417,720 | |||||||||
ITEM 7.01 — REGULATION FD DISCLOSURE
On May 30, 2014, the Company issued a press release announcing the declaration of a quarterly dividend of $0.35 per share of Company common stock, par value $0.01 per share, payable on June 30, 2014 to stockholders of record at the close of business on June 20, 2014. The press release is furnished herewith as Exhibit 99.1 to this Form 8-K.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
As described in Item 7.01 of this Report, the following exhibits are furnished as part of this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Press Release dated May 30, 2014 | |
The information in Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
1
SIGNATURES
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.
| CROWN CASTLE INTERNATIONAL CORP. | ||
| By: | /s/ E. Blake Hawk | |
| Name: E. Blake Hawk | ||
| Title: Executive Vice President and General Counsel | ||
Date: May 30, 2014
2
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated May 30, 2014 | |
3
Exhibit 99.1
| Contacts: | Jay Brown, CFO | |||
| FOR IMMEDIATE RELEASE | Son Nguyen, VP - Corporate Finance | |||
| Crown Castle International Corp. | ||||
| 713-570-3050 | ||||
CROWN CASTLE DECLARES QUARTERLY
COMMON STOCK DIVIDEND
May 30, 2014 – HOUSTON, TX – Crown Castle International Corp. (NYSE: CCI) announced today that its Board of Directors has declared a quarterly cash dividend of $0.35 per common share. The quarterly dividend will be payable on June 30, 2014 to common stockholders of record at the close of business on June 20, 2014. Future dividends are subject to the approval of the Company’s Board of Directors.
About Crown Castle
Crown Castle owns, operates and leases towers and other infrastructure for wireless communications. Crown Castle offers significant wireless communications coverage to all of the top 100 US markets and to substantially all of the Australian population. Crown Castle owns, operates and manages approximately 40,000 and 1,800 wireless communication sites in the US and Australia, respectively. For more information on Crown Castle, please visit www.crowncastle.com.
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