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): January 16, 2024
(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 5.02—DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(d) On January 16, 2024, the Board of Directors ("Board") of Crown Castle Inc. ("Company") approved expanding the size of the Board to 12 members and appointing Bradley E. Singer as a director and a member of the Board's Audit Committee, each effective January 17, 2024.
There is no arrangement or understanding between Mr. Singer and any other persons pursuant to which he was selected as a director, and there are no related party transactions involving Mr. Singer that are reportable under Item 404(a) of Regulation S-K. Mr. Singer 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 April 3, 2023), as may be amended from time to time.
Mr. Singer has extensive financial, investment and telecommunications industry experience, having served as Partner and Chief Operating Officer of ValueAct Capital, Senior Executive Vice President and Chief Financial Officer ("CFO") of Discovery Communications, Inc., and CFO and Treasurer of American Tower Corporation. Mr. Singer currently serves on the board of directors of Redfin Corporation and Sweetgreen, Inc., each a public company.
(e) To further facilitate a smooth transition of leadership, on January 16, 2024, the Company entered into an agreement with Jay A. Brown, the Company's former Chief Executive Officer ("CEO") and President, pursuant to which Mr. Brown would remain with the Company in an advisory capacity from January 17, 2024 through June 6, 2024. Pursuant to the agreement and while employed as an advisor, he will receive the same base salary as in effect during Mr. Brown's position as the Company's CEO and President.
ITEM 7.01—REGULATION FD DISCLOSURE
On January 17, 2024, the Company issued a press release announcing the appointment of Mr. Singer. The January 17, 2024 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 of this Current Report on Form 8-K ("Form 8-K") and Exhibit 99.1 attached hereto are furnished as part of this Form 8-K and 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 or exhibits 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 INC. | ||||||||||||||
| By: | /s/ Edward B. Adams, Jr. | |||||||||||||
| Name: | Edward B. Adams, Jr. | |||||||||||||
| Title: | Executive Vice President and General Counsel | |||||||||||||
Date: January 17, 2024
Exhibit 99.1
 | NEWS RELEASE January 17, 2024 | |||||||
| Contacts: Dan Schlanger, CFO | |||||
| Kris Hinson, VP & Treasurer | |||||
| FOR IMMEDIATE RELEASE | Crown Castle Inc. | ||||
| 713-570-3050 | |||||
Crown Castle Appoints Bradley Singer
to its Board of Directors
January 17, 2024 - HOUSTON, TEXAS - Crown Castle Inc. (NYSE: CCI) ("Crown Castle") announced today the appointment of Bradley E. Singer to its board of directors. Mr. Singer's appointment is effective today, January 17, 2024.
Mr. Singer previously served as Chief Operating Officer and an Investment Partner at ValueAct Capital, Chief Financial Officer of Discovery Communications and CFO and Treasurer of American Tower Corporation. He currently serves on the boards of directors of Sweetgreen, Inc. and Redfin Corp.
"Brad's extensive financial, investment and telecom industry experience adds valuable depth to our board," said P. Robert Bartolo, Chair of the Crown Castle board of directors. "We look forward to benefitting from his expertise as we continue to evaluate opportunities to enhance shareholder value from Crown Castle’s leading portfolio of communications infrastructure."
Mr. Singer will serve as a member of the Audit Committee.
ABOUT BRADLEY SINGER
Bradley Singer retired as an Investment Partner and Chief Operating Officer of ValueAct Capital in December 2021. Prior to joining ValueAct Capital in 2012, Mr. Singer was the Senior Executive Vice President and Chief Financial Officer of Discovery Communications, Inc. and the Chief Financial Officer and Treasurer of American Tower Corporation. Prior to American Tower, Mr. Singer worked as an investment banker at Goldman, Sachs & Co. Mr. Singer currently serves on the boards of directors of Sweetgreen, Inc. and Redfin Corp. Mr. Singer also serves on the National Board for the Posse Foundation and is a member of the board at the McIntire School of Commerce at the University of Virginia. Mr. Singer is a former director of Citizens Communications Corp., Martha Stewart Living
Omnimedia, Inc., Motorola Solutions, Inc. and Rolls-Royce Holdings plc. He has a B.S. from the University of Virginia and an M.B.A. with distinction from Harvard Business School.
ABOUT CROWN CASTLE
Crown Castle owns, operates and leases more than 40,000 cell towers and approximately 85,000 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.