Document
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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): December 1, 2020
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, Texas 77057-2261
(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):
 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
CCI
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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

(d) On December 1, 2020, the Board of Directors ("Board") of Crown Castle International Corp. ("Company") expanded the size of the Board to 15 members and appointed Kevin A. Stephens to fill the newly created vacancy on the Board, effective immediately.

The Board has not yet appointed Mr. Stephens to any committees of the Board, although the Board may appoint him to one or more committees in the future. There is no arrangement or understanding between Mr. Stephens and any other persons pursuant to which Mr. Stephens was selected as a director, and there are no related party transactions involving Mr. Stephens that are reportable under Item 404(a) of Regulation S-K.

Mr. Stephens will participate in the Company's non-employee director compensation arrangement (described in the Company's proxy statement filed with the Securities and Exchange Commission on March 30, 2020), as may be amended from time to time. 

Mr. Stephens has extensive experience in the fiber and telecommunications industry. Most recently, Mr. Stephens served as Executive Vice President and President, Business Services for Altice USA (NYSE: ATUS), which provides high speed data connectivity and cloud services to enterprise, wholesale and small and medium business customers.

ITEM 7.01 — REGULATION FD DISCLOSURE

On December 1, 2020, the Company issued a press release announcing the appointment of Mr. Stephens. The December 1, 2020 press release is furnished herewith as Exhibit 99.1.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Index

Exhibit No.
 
Description
99.1
 
104
 
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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 and exhibit 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:
Executive Vice President
and General Counsel 
 
Date: December 1, 2020



Exhibit
Exhibit 99.1

https://cdn.kscope.io/27c0347b879f1a1089f2ad2bea9bfc66-ccmasterbrandlogorgba05.jpg
 
NEWS RELEASE
December 1, 2020

 
 
Contacts:
 
Investors
 
Dan Schlanger, CFO
 
Ben Lowe,VP & Treasurer
 
Crown Castle International Corp.
 
713-570-3050
FOR IMMEDIATE RELEASE
 
 
Media
 
Andy Brimmer / Nick Lamplough /
 
Adam Pollack
 
Joele Frank, Wilkinson Brimmer
 
Katcher
 
212-355-4449

Crown Castle Appoints Kevin Stephens to its Board of Directors

December 1, 2020 — HOUSTON, TEXAS — Crown Castle International Corp. (NYSE: CCI) ("Crown Castle") today announced that, as part of its previously announced Board transition plan, its Board of Directors has appointed Kevin A. Stephens as a director, effective immediately, and has determined that Mr. Stephens is an independent director pursuant to New York Stock Exchange listing standards. Mr. Stephens most recently served as Executive Vice President and President, Business Services for Altice USA.

"We are very pleased to welcome Kevin to the Board and look forward to the contributions he will make as a member of our Board, " said J. Landis Martin, Chairman of the Crown Castle Board of Directors. "Crown Castle will benefit greatly from Kevin’s extensive experience in the fiber and telecommunications industry as we continue to scale our fiber operations and invest in assets that will help support the development of nationwide 5G networks."

Ari Q. Fitzgerald, Chairman of the Nominating & Corporate Governance Committee, said, "With Kevin, as well as the recent appointments of Tammy K. Jones and Matthew Thornton, III, the Board has added three high caliber individuals with a tremendous mix of skills, diversity, backgrounds and experience. We look forward to working together to help drive continued value creation for all shareholders."

ABOUT KEVIN A. STEPHENS

Mr. Stephens most recently served as Executive Vice President and President, Business Services for Altice USA. In that role, he was responsible for $1.4 billion in annual revenue, providing high speed data connectivity and




cloud services to enterprise, wholesale and small and medium business customers. Prior to his role with Altice, Mr. Stephens served as President, Commercial and Advertising Operations at Suddenlink Communications. Mr. Stephens also previously held senior leadership positions at both Fortune 500 and start-up firms, including Cox Communications, Choice One Communications and Xerox Corporation, where he started his career. Mr. Stephens has served as a board director for a private manufacturing company and a diverse range of national nonprofit organizations throughout his career, and is currently a member of the investment committee at Cultivation Capital, a private equity firm. Mr. Stephens is also a member of the Executive Leadership Council (ELC). Mr. Stephens holds a B.B.A. from the University of Michigan and an M.B.A. from the University of Southern California.

ABOUT CROWN CASTLE

Crown Castle owns, operates and leases more than 40,000 cell towers and approximately 80,000 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.

CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements that are based on management's current expectations. Such statements include plans, projections and estimates regarding (1) the Board transition plan, (2) expected contributions from and benefits of Mr. Stephens’s service on the Board of Directors, (3) Crown Castle’s strategy, including with respect to its fiber operations, and (4) Crown Castle’s investments and any benefits derived therefrom. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions. 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 risks that could affect Crown Castle and its results is included in Crown Castle's filings with the Securities and Exchange Commission. The term "including," and any variation thereof, means "including, without limitation."