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): September 5, 2017
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)) |
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 5.02 – DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(c) Effective September 5, 2017, the Board of Directors (“Board”) of Crown Castle International Corp. (“Company”) designated James D. Young, the Company’s previous Senior Vice President and Chief Operating Officer, to lead the Company’s fiber solutions activities and appointed him as Senior Vice President and Chief Operating Officer – Fiber. In addition, the Board appointed Robert C. Ackerman as Senior Vice President and Chief Operating Officer – Towers and Small Cells, effective September 5, 2017.
Mr. Ackerman, age 65, has served as Area President – West Area of the Company’s operating subsidiaries since February 2011. Prior to that time and since October 2002, he acted as Area President – East Area of the Company’s operating subsidiaries. Mr. Ackerman joined the Company in August 1998.
In connection with Mr. Ackerman’s appointment, the Board approved the grant to Mr. Ackerman of restricted stock units relating to 9,343 shares of Company common stock (“RSUs”). The RSUs are granted pursuant to the Company’s 2013 Long-Term Incentive Plan, as amended, and the terms of the RSUs provide for vesting in three equal installments on each of the first three anniversary dates of the grant date. Mr. Ackerman will be eligible to participate in the Company’s 2017 Executive Management Team Annual Incentive Plan, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 23, 2017.
In connection with Mr. Ackerman’s appointment, the Company entered into a severance agreement with Mr. Ackerman, effective September 5, 2017 (“Severance Agreement”). The terms and provisions of the Severance Agreement are substantially similar to those described in “VII. Executive Compensation – Potential Payments Upon Termination of Employment” on pages 51 and 52 of the Company’s Definitive Proxy Statement filed on April 3, 2017 (which description is incorporated herein by reference), except as provided in the following sentence. The Severance Agreement contains provisions that generally prohibit Mr. Ackerman, from the effective date of the Severance Agreement and for one year following the termination of his employment with the Company, from engaging in business activities relating to owning or operating (1) fiber optic communication cable or equipment or (2) communications towers (including distributed antenna systems and small cells) which compete with the Company in the United States or any other country in which the Company may then operate. Except as provided in the immediately preceding sentence, the description of Mr. Ackerman’s Severance Agreement is qualified in its entirety by reference to the form of severance agreement filed as Exhibit 10.47 to the Company’s Annual Report on Form 10-K filed on February 22, 2016, which form of severance agreement is incorporated herein by reference.
ITEM 7.01 – OTHER EVENTS
On September 5, 2017, the Company issued a press release, furnished herewith as Exhibit 99.1, announcing the appointment of Mr. Young as Senior Vice President and Chief Operating Officer – Fiber and the appointment of Mr. Ackerman as Senior Vice President and Chief Operating Officer – Towers and Small Cells.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press Release dated September 5, 2017 | |
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.
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/ Kenneth J. Simon | |||||
| Name: | Kenneth J. Simon | |||||
| Title: | Senior Vice President and General Counsel | |||||
Date: September 5, 2017
2
Exhibit 99.1
|
NEWS RELEASE September 5, 2017 |
| Contacts: | Dan Schlanger, CFO | |||
| Son Nguyen, VP & Treasurer | ||||
| FOR IMMEDIATE RELEASE | Crown Castle International Corp. | |||
| 713-570-3050 |
CROWN CASTLE ANNOUNCES APPOINTMENTS
OF EXECUTIVE OFFICERS
September 5, 2017—HOUSTON, TEXAS—Crown Castle International Corp. (NYSE: CCI) (“Crown Castle”) announced today that, effective immediately, James D. Young, Crown Castle’s previous Senior Vice President and Chief Operating Officer, has been designated to lead the Crown Castle’s fiber solutions activities and appointed Senior Vice President and Chief Operating Officer – Fiber. In addition, Robert C. Ackerman, who previously served as an Area President of Crown Castle’s operating subsidiaries, has been appointed Senior Vice President and Chief Operating Officer – Towers and Small Cells. Mr. Young and Mr. Ackerman report to Jay Brown, Crown Castle’s Chief Executive Officer.
Mr. Young joined Crown Castle in October 2005 and has served as Senior Vice President and Chief Operating Officer since 2009. Mr. Ackerman joined Crown Castle in August 1998 and has served as an Area President of its operating subsidiaries since 2002. Mr. Young and Mr. Ackerman have approximately 25 and 20 years of experience, respectively, in the telecom industry.
“Both Jim and Bob bring operational and organizational leadership that will be instrumental as we continue to grow our business and position ourselves for future opportunities,” stated Mr. Brown. “Jim’s strengths as an operator and leader will be invaluable as we integrate our pending Lightower acquisition and grow our fiber solutions activities to deliver value for our customers and stockholders. Bob brings a wealth of experience and has consistently demonstrated the ability to deliver results, which will enable us to continue to execute for our tower and small cell customers. With the right team in place and a market leading portfolio of towers, small cells and fiber, I believe we are well-positioned to capture the benefits of continued exponential growth in demand for data and connectivity.”
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 60,000 route miles of fiber supporting small cells following the completion of the Lightower acquisition, 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
| News Release continued: |
Page 2 |
Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based on Crown Castle management’s current expectations. Such statements include plans, projections and estimates regarding (1) the completion of the Lightower acquisition and the assets to be acquired therefrom, (2) the growth in wireless demand and benefits to be derived therefrom, and (3) our strategic position. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect Crown Castle and its results is included in Crown Castle’s filings with the SEC. The term “including,” and any variation thereof, means “including, without limitation.”
The Foundation for a Wireless World.
CrownCastle.com