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 16, 2019
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)) | |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbols | Name of each exchange on which registered |
Common Stock, $0.01 par value | CCI | New York Stock Exchange |
6.875% Mandatory Convertible Preferred Stock, Series A, $0.01 par value | CCI.PRA | 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 (§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 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 16, 2019, 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 2019, 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 | 367,136,201 | 267,226 | 242,325 | 19,802,576 | ||||
Jay A. Brown | 365,505,693 | 1,912,706 | 227,353 | 19,802,576 | ||||
Cindy Christy | 363,724,726 | 3,691,933 | 229,039 | 19,802,576 | ||||
Ari Q. Fitzgerald | 352,865,164 | 14,542,596 | 237,992 | 19,802,576 | ||||
Robert E. Garrison II | 360,798,996 | 6,612,304 | 234,452 | 19,802,576 | ||||
Andrea J. Goldsmith | 366,819,888 | 593,629 | 232,235 | 19,802,576 | ||||
Lee W. Hogan | 360,158,932 | 7,242,098 | 244,722 | 19,802,576 | ||||
Edward C. Hutcheson, Jr. | 360,604,245 | 6,793,264 | 248,243 | 19,802,576 | ||||
J. Landis Martin | 359,530,115 | 7,864,762 | 250,875 | 19,802,576 | ||||
Robert F. McKenzie | 360,121,166 | 7,279,795 | 244,791 | 19,802,576 | ||||
Anthony J. Melone | 366,038,440 | 1,367,870 | 239,442 | 19,802,576 | ||||
W. Benjamin Moreland | 357,470,509 | 9,948,909 | 226,334 | 19,802,576 | ||||
2) The ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal year 2019:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
385,227,096 | 2,000,837 | 220,395 | 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 |
363,367,061 | 3,919,704 | 358,987 | 19,802,576 |
ITEM 7.01 — REGULATION FD DISCLOSURE
On May 16, 2019, the Company issued a press release noting that the Company’s Board of Directors has declared a quarterly dividend of $1.125 per share of the Company common stock, par value $0.01 per share, payable on June 28, 2019 to stockholders of record at the close of business on June 14, 2019. The May 16, 2019 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 exhibit is furnished as part of this Current Report:
Exhibit No. Description
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 16, 2019
Exhibit 99.1
 | NEWS RELEASE May 16, 2019 | |
Contacts: Dan Schlanger, CFO | |
Ben Lowe,VP & Treasurer | |
FOR IMMEDIATE RELEASE | Crown Castle International Corp. |
713-570-3050 | |
CROWN CASTLE DECLARES
QUARTERLY COMMON STOCK DIVIDEND
May 16, 2019 - HOUSTON, TEXAS - Crown Castle International Corp. (NYSE: CCI) ("Crown Castle") announced today that its Board of Directors has declared a quarterly cash dividend of $1.125 per common share. The quarterly dividend will be payable on June 28, 2019 to common stockholders of record at the close of business on June 14, 2019. 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 70,000 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.