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 21, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||||||||
(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 | ||||||
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 5.07—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 21, 2021, 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 2021, (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 one 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 | 375,178,775 | 2,731,659 | 231,853 | 19,431,324 | ||||||||||
| Jay A. Brown | 374,900,105 | 3,064,489 | 177,693 | 19,431,324 | ||||||||||
| Cindy Christy | 365,647,779 | 12,279,110 | 215,398 | 19,431,324 | ||||||||||
| Ari Q. Fitzgerald | 361,628,765 | 16,279,778 | 233,744 | 19,431,324 | ||||||||||
| Andrea J. Goldsmith | 375,818,527 | 2,108,146 | 215,614 | 19,431,324 | ||||||||||
| Lee W. Hogan | 365,475,862 | 12,429,590 | 236,835 | 19,431,324 | ||||||||||
| Tammy K. Jones | 377,343,020 | 579,847 | 219,420 | 19,431,324 | ||||||||||
| J. Landis Martin | 354,656,875 | 23,252,579 | 232,833 | 19,431,324 | ||||||||||
| Anthony J. Melone | 375,094,382 | 2,811,009 | 236,896 | 19,431,324 | ||||||||||
| W. Benjamin Moreland | 374,215,789 | 3,741,793 | 184,705 | 19,431,324 | ||||||||||
| Kevin A. Stephens | 377,478,622 | 427,693 | 235,972 | 19,431,324 | ||||||||||
| Matthew Thornton, III | 376,646,255 | 1,259,681 | 236,351 | 19,431,324 | ||||||||||
2) The ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal year 2021:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 396,514,234 | 941,809 | 117,568 | 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 | ||||||||
| 366,150,171 | 11,385,949 | 606,167 | 19,431,324 | ||||||||
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 | ||||||||
| 370,787,817 | 150,051 | 7,007,548 | 196,871 | ||||||||
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: May 24, 2021