Form 8-K

 

 

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, 2013

 

 

AMERICAN TOWER CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-14195   65-0723837

(State or Other Jurisdiction of

Incorporation)

  (Commission File Number)   (IRS Employer Identification No.)

116 Huntington Avenue

Boston, Massachusetts 02116

(Address of Principal Executive Offices) (Zip Code)

(617) 375-7500

(Registrant’s telephone number, including area code)

Not Applicable

(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))

 

 

 


Item 5.03 Amendments to Articles of Incorporation or ByLaws; Change in Fiscal Year.

As described in Item 5.07 below, at the 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of American Tower Corporation (the “Company”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated By-Laws (the “By-Laws”) to permit a stockholder (or group of stockholders) who beneficially owns at least twenty-five percent (25%) in the aggregate of the Company’s outstanding shares of common stock and who has held that amount as a net long position continuously for at least one year, to cause the Company to call a special meeting of stockholders.

Additional details of the amendment to the By-Laws are included in the Company’s 2013 Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2013.

The foregoing description is qualified in its entirety by the By-Laws of the Company, as amended and restated through May 21, 2013, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Company was held on May 21, 2013 to consider and act upon the four proposals listed below. Proposals 1, 2, 3 and 4 were approved and adopted. The final results of the stockholder voting regarding each proposal were as follows:

 

1. Election of the following directors for the ensuing year or until their successors are elected and qualified.

 

Nominee

   Votes Cast For    Votes Against    Votes Abstained    Broker Non-Votes

Raymond P. Dolan

   322,037,645    2,448,352    455,548    21,348,904

Ronald M. Dykes

   324,362,051    122,999    456,495    21,348,904

Carolyn F. Katz

   324,109,661    384,620    447,264    21,348,904

Gustavo Lara Cantu

   320,213,235    4,278,376    449,934    21,348,904

JoAnn A. Reed

   324,371,237    123,211    447,097    21,348,904

Pamela D.A. Reeve

   316,220,936    8,273,093    447,516    21,348,904

David E. Sharbutt

   324,351,112    132,159    458,274    21,348,904

James D. Taiclet, Jr.

   316,853,556    5,515,166    2,572,823    21,348,904

Samme L. Thompson

   320,203,497    4,283,194    454,854    21,348,904

 

2. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2013.

 

Votes Cast For

  

Votes Against

  

Votes Abstained

  

Broker Non-Votes

338,898,100

   6,231,232    1,161,117   

 

3. Approval, on an advisory basis, of the Company’s executive compensation.

 

Votes Cast For

  

Votes Against

  

Votes Abstained

  

Broker Non-Votes

313,121,260

   10,121,160    1,699,125    21,348,904

 

4. Approval of an amendment to the Company’s By-Laws to reduce the ownership threshold required to call a special meeting.

 

Votes Cast For

  

Votes Against

  

Votes Abstained

  

Broker Non-Votes

324,191,373

   268,311    481,861    21,348,904


Item 8.01 Other Events.

On May 22, 2013, the Company issued a press release (the “Press Release”) announcing that its board of directors declared a cash distribution of $0.27 per share payable on July 16, 2013 to holders of record of its common stock at the close of business on June 17, 2013. A copy of the Press Release is filed herewith as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

  

Description

3.1    Amended and Restated By-Laws of American Tower Corporation, as amended and restated through May 21, 2013.
99.1    Press Release, dated May 22, 2013.


SIGNATURE

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.

 

  AMERICAN TOWER CORPORATION
Date:     May 22, 2013   By:  

/s/ Thomas A. Bartlett

  Thomas A. Bartlett
  Executive Vice President, Chief Financial Officer and Treasurer


EXHIBIT INDEX

 

Exhibit No.

  

Description

3.1    Amended and Restated By-Laws of American Tower Corporation, as amended and restated through May 21, 2013.
99.1    Press Release, dated May 22, 2013.