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 29, 2015
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 5.02 – DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(d) On May 29, 2015, the Board of Directors (“Board”) of Crown Castle International Corp. (“Company”) increased the number of directors on the Board to 12 and appointed Anthony J. Melone to the Board as a director. Mr. Melone has not yet been appointed to any committees of the Board, although the Board may appoint him to one or more committees in the future. Mr. Melone has over 32 years of experience in the telecommunications industry, including having served as Executive Vice President and Chief Technology Officer for Verizon Communications from December 2010 to April 2015. In addition, Mr. Melone served in a variety of positions with Verizon Wireless from 2000 to December 2010, including as Senior Vice President and Chief Technical Officer from 2007 to December 2010. Verizon Wireless accounted for approximately 18% of the Company’s consolidated revenues for the year ended December 31, 2014, adjusted to give effect to the sale of Crown Castle Australia Holdings Pty Ltd.
ITEM 5.07 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders of the Company (“Annual Meeting”) was held on May 29, 2015, at which meeting the Company’s stockholders (1) elected each of the eight nominees for director for a one-year term, (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal year 2015, (3) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Company’s Proxy Statement for the Annual Meeting, and (4) expressed a non-binding preference that the Company conduct a vote on the compensation of the Company’s named executive officers every year. The final voting results for each proposal submitted to a vote are set forth below:
1) Election of directors:
| Name |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
||||||||||||
| P. Robert Bartolo |
282,538,704 | 1,626,531 | 37,023 | 13,470,714 | ||||||||||||
| Cindy Christy |
265,107,426 | 19,062,898 | 31,934 | 13,470,714 | ||||||||||||
| Ari Q. Fitzgerald |
282,165,370 | 1,999,233 | 37,655 | 13,470,714 | ||||||||||||
| Robert E. Garrison II |
282,420,977 | 1,743,499 | 37,782 | 13,470,714 | ||||||||||||
| Dale N. Hatfield |
279,682,140 | 4,483,005 | 37,113 | 13,470,714 | ||||||||||||
| Lee W. Hogan |
280,262,535 | 3,901,877 | 37,846 | 13,470,714 | ||||||||||||
| John P. Kelly |
281,067,564 | 3,112,205 | 22,489 | 13,470,714 | ||||||||||||
| Robert F. McKenzie |
280,124,494 | 4,040,157 | 37,607 | 13,470,714 | ||||||||||||
2) The ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal year 2015:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 296,729,808 | 783,580 | 159,584 | 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 | |||||||||||
| 281,586,549 | 2,402,815 | 212,894 | 13,470,714 | |||||||||||
4) The nonbinding, advisory vote on the frequency of voting on the compensation of the Company’s named executive officers:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||||||
| 203,292,426 | 3,739,739 | 76,968,837 | 201,256 | 13,470,714 | ||||||||||||||
1
ITEM 7.01 – REGULATION FD DISCLOSURE
On May 29, 2015, the Company issued a press release announcing the appointment of Anthony J. Melone to the Board. The press release is furnished herewith as Exhibit 99.1 to this Form 8-K. See also Item 5.02 of this Form 8-K.
On May 29, 2015, the Company issued a press release announcing the declaration of a quarterly dividend of $0.82 per share of Company common stock, par value $0.01 per share, payable on June 30, 2015 to stockholders of record at the close of business on June 19, 2015. The press release is furnished herewith as Exhibit 99.2 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 |
Description | |
| 99.1 | Press Release dated May 29, 2015 | |
| 99.2 | Press Release dated May 29, 2015 | |
The information in Item 7.01 and Exhibits 99.1 and 99.2 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.
2
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: June 1, 2015
3
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated May 29, 2015 | |
| 99.2 | Press Release dated May 29, 2015 | |
4
Exhibit 99.1
|
|
NEWS RELEASE May 29, 2015 |
| Contacts: Jay Brown, CFO | ||
| Son Nguyen, VP - Corporate Finance | ||
| FOR IMMEDIATE RELEASE | Crown Castle International Corp. | |
| 713-570-3050 |
CROWN CASTLE APPOINTS ANTHONY J. MELONE
TO ITS BOARD OF DIRECTORS
May 29, 2015 - HOUSTON, TEXAS - Crown Castle International Corp. (NYSE: CCI) announced today that its Board of Directors has appointed Anthony Melone as a director. With the appointment of Mr. Melone, Crown Castle has twelve directors on its Board of Directors, of which ten are independent directors pursuant to the New York Stock Exchange listing standards.
“We are very pleased to welcome Tony Melone to the Board of Directors and look forward to the contributions he will make as a member of our Board,” stated Ben Moreland, Crown Castle’s President and Chief Executive Officer. “As we continue to focus our attention and resources on assisting our wireless carrier customers deploy and upgrade their networks, Crown Castle will benefit tremendously from Mr. Melone’s unique perspective and extensive experience as an operator of wireless networks.”
Mr. Melone has over 32 years of experience in the telecommunications industry, including previously serving as Executive Vice President and Chief Technology Officer for Verizon Communications, where Mr. Melone was responsible for Verizon’s technology roadmap and product innovation. Prior to his role at Verizon Communications, Mr. Melone served as Senior Vice President and Chief Technical Officer for Verizon Wireless, where he led Verizon’s network transition from 3G to 4G LTE services. Mr. Melone graduated from Villanova University with a bachelor’s degree in electrical engineering and later earned a master’s degree in engineering from the University of Pennsylvania.
ABOUT CROWN CASTLE
Crown Castle provides wireless carriers with the infrastructure they need to keep people connected and businesses running. With approximately 40,000 towers and 14,000 small cell nodes supported by approximately 7,000 miles of fiber, Crown Castle is the nation’s largest provider of shared wireless infrastructure with a significant presence in the top 100 US markets. For more information on Crown Castle, please visit www.crowncastle.com.
The Foundation for a Wireless World.
CrownCastle.com
Exhibit 99.2
|
|
NEWS RELEASE May 29, 2015 |
| Contacts: | Jay Brown, CFO | |||||
| Son Nguyen, VP - Corporate Finance | ||||||
| FOR IMMEDIATE RELEASE | Crown Castle International Corp. | |||||
| 713-570-3050 |
CROWN CASTLE DECLARES
QUARTERLY COMMON STOCK DIVIDEND
May 29, 2015 - HOUSTON, TEXAS - Crown Castle International Corp. (NYSE: CCI) (“Crown Castle”) announced today that its Board of Directors has declared a quarterly cash dividend of $0.82 per common share. The quarterly dividend will be payable on June 30, 2015 to common stockholders of record at the close of business on June 19, 2015. Future dividends are subject to the approval of the Company’s Board of Directors.
ABOUT CROWN CASTLE
Crown Castle provides wireless carriers with the infrastructure they need to keep people connected and businesses running. With approximately 40,000 towers and 14,000 small cell nodes supported by approximately 7,000 miles of fiber, Crown Castle is the nation’s largest provider of shared wireless infrastructure with a significant presence in the top 100 US markets. For more information on Crown Castle, please visit www.crowncastle.com.
The Foundation for a Wireless World.
CrownCastle.com