Document
 

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 17, 2018
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 No.)
 
 
 
 
1220 Augusta Drive, Suite 600
 Houston, TX
 
 
77057
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (713) 570-3000
(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):
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o

 





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 17, 2018, at which meeting the Company’s stockholders (1) elected each of the twelve nominees for director, to serve until the Company’s next Annual Meeting and until their respective successors are duly elected and qualified, (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal year 2018, and (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. 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
362,636,285

696,882

596,921

21,134,356

Jay A. Brown
361,478,846

1,916,055

535,187

21,134,356

Cindy Christy
362,257,060

1,139,356

533,672

21,134,356

Ari Q. Fitzgerald
352,907,866

10,480,321

541,901

21,134,356

Robert E. Garrison II
357,881,604

5,503,116

545,368

21,134,356

Andrea J. Goldsmith
363,140,857

195,521

593,710

21,134,356

Lee W. Hogan
356,982,041

6,402,312

545,735

21,134,356

Edward C. Hutcheson, Jr.
359,205,577

4,179,523

544,988

21,134,356

J. Landis Martin
357,745,477

5,631,541

553,070

21,134,356

Robert F. McKenzie
356,869,814

6,515,069

545,205

21,134,356

Anthony J. Melone
362,218,822

1,111,709

599,557

21,134,356

W. Benjamin Moreland
360,207,110

3,185,079

537,899

21,134,356


2) The ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal year 2018:

Votes For
Votes Against
Abstentions
Broker Non-Votes
384,149,769
269,585
645,090
0

3) The non-binding, advisory vote to approve the compensation of the Company’s named executive officers:

Votes For
Votes Against
Abstentions
Broker Non-Votes
360,463,020
2,794,252
671,841
21,134,356


ITEM 7.01 — REGULATION FD DISCLOSURE

On May 17, 2018, the Company issued a press release noting that the Company’s Board of Directors has declared a quarterly dividend of $1.05 per share of the Company common stock, par value $0.01 per share, payable on June 29, 2018 to stockholders of record at the close of business on June 15, 2018. The May 17, 2018 press release is furnished herewith as Exhibit 99.1.







ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

As described in Item 7.01 of this Current Report on Form 8-K ("Current Report"), the following exhibits are furnished as part of this Current Report:

Exhibit No.     Description

99.1         Press Release dated May 17, 2018

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 ("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.







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/ Kenneth J. Simon
 
 
 
Name:  
Kenneth J. Simon
 
 
 
Title:
Senior Vice President
and General Counsel 
 
Date: May 17, 2018



Exhibit
Exhibit 99.1

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12263619&doc=3
 
NEWS RELEASE
May 17, 2018

 
 
Contacts: Dan Schlanger, CFO & Treasurer
 
Ben Lowe,VP Corporate Finance
FOR IMMEDIATE RELEASE
Crown Castle International Corp.
 
713-570-3050

CROWN CASTLE DECLARES
QUARTERLY COMMON STOCK DIVIDEND

May 17, 2018 - HOUSTON, TEXAS - Crown Castle International Corp. (NYSE: CCI) ("Crown Castle") announced today that its Board of Directors has declared a quarterly cash dividend of $1.05 per common share. The quarterly dividend will be payable on June 29, 2018 to common stockholders of record at the close of business on June 15, 2018. Future dividends are subject to the approval of the Company’s Board of Directors.

ABOUT CROWN CASTLE
Crown Castle owns, operates and leases more than 40,000 cell towers and approximately 60,000 route miles of fiber supporting small cells and fiber solutions across every major U.S. market. This nationwide portfolio of communications infrastructure connects cities and communities to essential data, technology and wireless service - bringing information, ideas and innovations to the people and businesses that need them. For more information on Crown Castle, please visit www.crowncastle.com.