UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the  Registrant  ☐

Check the appropriate box:

AMERICAN TOWER CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Stockholder:

April 12, 2018

It is my pleasure to invite you to American Tower Corporation’s 2018 Annual Meeting of Stockholders, which will be held on Wednesday, May 23, 2018 at 11:00 a.m., local time, in the Braemore/Kenmore Room at the Colonnade Hotel, 120 Huntington Avenue, Boston, Massachusetts 02116.

The official notice of meeting; the proxy statement, which describes in detail the matters to be discussed and voted on at the meeting; and the form of proxy are included with this letter.

Your vote is important. You may vote your shares over the Internet; by telephone; by mail, if you received a paper copy of the proxy materials by mail and follow the instructions on the proxy card or voting instruction card; or in person at the meeting. If you vote by proxy prior to the meeting, you may withdraw your proxy and vote in person at the meeting if you wish to do so. Whether or not you plan to attend the meeting in person, I urge you to vote as soon as possible so as to be sure that your shares will be represented at the meeting.

On behalf of all of management and your Board of Directors, I thank you for your continued support.

Sincerely,

James D. Taiclet, Jr.

Chairman of the Board, President and

Chief Executive Officer

April 12, 2018

It has been my privilege to serve you and my fellow Board members as the Lead Director while the Board has overseen the growth and transformation of American Tower, consistently delivering solid results for our stockholders. I attribute the Company’s strong results in part to sound corporate governance practices that combine independent Board oversight with broad expertise and a talented senior management team that has worked together for more than nine years. We have employed independent, critical thought and have executed appropriate levels of Board involvement and oversight that have produced consistent results as part of our commitment to governance best practices.

Stockholder engagement is crucial to our long-term success. In 2017, one of the key topics we discussed with our stockholders was our corporate responsibility efforts. Environmental sustainability continues to be a foundational element of our business model. In recent years, for example, we have reduced our carbon footprint in our emerging markets through the installation of advanced batteries at select sites without grid power, which has reduced our reliance on fossil fuels. We also installed a large rooftop solar array at our U.S. Tower Division headquarters, which will cover the majority of our electricity needs in the building. In 2017, we launched the American Tower Foundation, an organization that is focused on education and using technology to empower students, teachers and communities in need. This year, we will publish our first standalone sustainability report to provide our stockholders with insight into our sustainability actions, as well as establish a baseline for the Company as we look to continue to reduce fossil fuel usage.

We recognize that board refreshment supports the addition of new ideas, perspectives, independence and skills. In 2017, our Board determined that it was desirable to identify and appoint a new director. We believe that, as part of our refreshment initiatives, diversity is essential to maintaining an effective board. The Nominating and Corporate Governance Committee reviewed the skills and experience of the Board and determined that the Board would benefit from an additional member with strong operational and strategic experience in a large, global enterprise, especially in Latin America, and elected Grace Lieblein in June 2017. Today, American Tower’s Board is 50 percent diverse based on gender, race or ethnicity.

We believe our slate of director nominees represents a well-rounded and well-qualified Board that collectively provides effective oversight and governance of the Company. These and other practices are detailed in the proxy statement, which I encourage you to review before you cast your vote. We are committed not only to delivering solid results, but also to representing your interests.

Thank you for your ongoing support of American Tower. On behalf of our Board of Directors, we look forward to seeing you at the Annual Meeting.

Sincerely,

Pamela D.A. Reeve

Lead Director

Notice of

2018 Annual Meeting of Stockholders

HOW YOU MAY VOTE

You may vote if you were a stockholder of record on March 28, 2018 (the record date). To ensure that your shares are represented at the meeting, please vote as soon as possible by one of the following methods:

For more detailed information on voting, please see “How do I cast a vote?” in the “Questions & Answers” section beginning on page 74 of this Proxy Statement.

Boston, Massachusetts

April 12, 2018

American Tower Corporation

116 Huntington Avenue

Boston, Massachusetts 02116

Whether or not you expect to attend the Annual Meeting, please vote as soon as possible to ensure representation of your shares at the Annual Meeting. You may vote your shares over the Internet, by telephone or by mail (as applicable) by following the instructions on the proxy card or voting instruction card.

Materials will be made available on or about April 12, 2018.

Table of Contents

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PROXY STATEMENT SUMMARY

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PROXY STATEMENT SUMMARY

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PROXY STATEMENT SUMMARY

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PROXY STATEMENT SUMMARY

Asset Expansion in Legacy and New Markets

We expect our 2017 global portfolio expansion efforts in our legacy and new markets to further extend our ability to generate compelling long-term sustainable growth. These transactions included:

 

•

Launch of operations in two new markets through our acquisitions of (i) FPS Towers SAS (FPS), which owned or operated nearly 2,500 wireless tower sites in France and (ii) communications sites in Paraguay from Tigo Paraguay;

•

Continued expansion of our communications site portfolio in existing markets through the construction of nearly 2,000 sites and the acquisition of over 1,600 sites;

•

Acquisition of urban telecommunications assets in Mexico, including more than 50,000 concrete poles and approximately 2,100 route miles of fiber; and

•

Entry into definitive agreements with Idea Cellular Limited (Idea) and Vodafone India Limited (Vodafone), through which we have added approximately 10,000 communications sites and expect to add approximately 10,000 additional communications sites to our existing portfolio in India.

 

 

CEO’s Track Record of Success

Mr. Taiclet has served as our CEO since 2003. Under his stewardship, American Tower has continued to deliver solid performance while substantially growing its operations and simultaneously returning cash to stockholders. Below are some of the key highlights relating to Mr. Taiclet’s tenure with the Company (beginning at the end of 2003 through December 31, 2017):

 

•

Completed several transformative transactions, including the acquisition of SpectraSite, Inc. in 2005, the acquisition of MIP Tower Holdings LLC in 2013, the transaction with Verizon Communications Inc. in 2015, the acquisition of Viom Networks Limited (Viom) in 2016 and the acquisition of FPS in 2017, all of which strategically positioned the Company as a global leader in multitenant communications real estate;

•

Exceeded our long-term aspirational goal for growth over a ten-year horizon by quadrupling assets and certain financial metrics ahead of schedule;

•

Increased our asset base by a factor of ten, from 15,000 communications sites to over 150,000 communications sites;

•

Expanded our geographic footprint from three countries to 16 countries, while diversifying our tenant base with well-capitalized global mobile network operators; and

•

Returned excess capital to stockholders, including through our stock repurchase program and distributions to preferred and common stockholders in the aggregate of approximately $9.4 billion, including the dividend paid in January 2018.

 

 

Executive Pay Mix

 

CHIEF EXECUTIVE OFFICER – TARGET COMPENSATION		AVERAGE OF OTHER FOUR NEOS– TARGET COMPENSATION

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PROXY STATEMENT SUMMARY

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PROXY STATEMENT SUMMARY

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Corporate Governance

General

Our Board is committed to strong corporate governance practices and dedicated to ensuring that American Tower is managed for the long-term benefit of our stockholders and other stakeholders. To fulfill this role, the Board and its three standing committees—Audit; Compensation; and Nominating and Corporate Governance—meet throughout the year and engage in meaningful discussions with management to ensure that the Board is informed regarding the Company’s activities, operating plans and strategic initiatives.

To promote full compliance with all applicable corporate governance standards and remain aligned with best practices, the Board has adopted corporate governance principles and procedures, which it reviews and amends as necessary. We also continuously review guidance and interpretations provided by the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE). Furthermore, we engage in meaningful discussions with our stockholders regarding governance issues and potential improvements.

You can access our charters for each of our current committees, Corporate Governance Guidelines and Amended and Restated By-Laws (By-Laws) in the “Investor Relations” section of our website, www.americantower.com, and our Code of Conduct in the “Corporate Responsibility” section of our website. You may also request such documents be mailed to you by writing to: American Tower Corporation, 116 Huntington Avenue, Boston, Massachusetts 02116, Attention: Investor Relations. Each charter is reviewed annually.

Board of Directors

BOARD LEADERSHIP STRUCTURE

The Board is led by our President and CEO, James D. Taiclet, Jr., who assumed the role of Chairman of the Board in February 2004 and is the only management Director. Pamela D.A. Reeve is our independent Lead Director, a role she has held since May 2004 when appointed by the independent Directors.

The Nominating Committee frequently reviews the current Board structure, including whether the roles of Chairman and CEO should be separated. The Nominating Committee continues to believe that having a single Chairman and CEO with a strong Lead Director, complemented by an independent Board, has provided an appropriate balance and has contributed to our pursuit of sound corporate governance and Board effectiveness. We believe that having our CEO, the individual most familiar with our day-to-day operations, chair regular Board meetings ensures that key business issues and stockholder interests are brought to the attention of our Board in a timely manner. The Company’s growth since Mr. Taiclet was appointed CEO in 2003 demonstrates that this leadership structure effectively promotes communication between the Board and management, which directly benefits our stockholders and other stakeholders.

SELECTION OF DIRECTORS AND BOARD REFRESHMENT

We are committed to ensuring that our Board is made up of Directors who bring a wealth of leadership experience, knowledge and skills that benefit our Company and stockholders. The Nominating Committee reviews the characteristics, skills and experience of the Board as a whole and its individual members on an ongoing basis to assess those traits against the needs identified to benefit the Company, its management and its stockholders.

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CORPORATE GOVERNANCE

Board of Directors

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CORPORATE GOVERNANCE

Board of Directors

BOARD MEETINGS

During fiscal 2017, our Board held four regular meetings in person and four special meetings by telephone. Each current Director attended at least 75% of the aggregate number of meetings of our Board and the committees on which he or she served. All of the then-current Directors attended our 2017 Annual Meeting of Stockholders. We encourage, but do not require, our Directors to attend each annual meeting of stockholders.

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Board of Directors

DIRECTOR SKILLS AND QUALIFICATIONS CRITERIA

In considering candidates for inclusion in the Board’s slate of recommended Director nominees, the Nominating Committee considers individuals who have the desired skills, capabilities and experiences relevant to a global, publicly traded company and helpful for developing an understanding of our business. As described in our Corporate Governance Guidelines, the Nominating Committee assesses director candidates based on specific criteria. Although the Nominating Committee does not assign specific numeric weights to these skills in its assessments, any Director candidate is expected to possess substantive knowledge or experience in several of the following criteria:

As demonstrated in the Directors’ biographies beginning on page 65, the Nominating Committee also focuses on issues of diversity, including traditional diversity categories such as gender, race and national origin, as well as diversity and differences in viewpoints and skills. The Nominating Committee seeks to maintain a Board that is strong in its collective knowledge and has a diversity of skills, ability, perspectives and experience that enable the Board to fulfill its responsibilities. The Nominating Committee evaluates each individual Director candidate in the context of the Board as a whole.

In determining whether to recommend a Director for re-election, the Nominating Committee also considers the Director’s past attendance at meetings and participation in, and contributions to, the activities of the Board and standing committees.

DIRECTOR ONBOARDING AND CONTINUING EDUCATION

To familiarize new Directors with American Tower’s business, strategies and policies, and to assist new Directors in developing Company and industry knowledge to optimize their service on the Board, we conduct a robust orientation program for new Directors, which includes, among other things, a presentation on our business and wireless infrastructure sector, each of our

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CORPORATE GOVERNANCE

Board of Directors

regional markets, our capital structure, board and committee responsibilities, corporate responsibility (including the American Tower Foundation), legal and risk management, corporate governance guidelines and policies, and securities trading and reporting. Because we believe that our Directors should be continually educated regarding corporate governance processes and practices, our business and our industry, we periodically conduct Board education sessions, often using external experts. The Nominating Committee annually reviews that year’s Director training initiatives to determine programs for the upcoming year. Additionally, we encourage each independent Director to attend, annually and at the Company’s expense, at least one board education course offered by either an academic institution or a professional service organization.

DIRECTOR INDEPENDENCE

The NYSE rules effectively create a two-step process for determining whether a Director qualifies as “independent.” First, a Director must satisfy the bright-line standards for independence established by the NYSE. And second, the Board must affirmatively determine that the Director has no material relationship with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company.

As set forth in our Corporate Governance Guidelines, the Board has established guidelines to help it determine whether a Director has a material relationship with the Company. Under these guidelines, a Director is not considered to have a material relationship with the Company solely on the grounds that he or she:

In addition, ownership of a significant amount of our Common Stock, by itself, does not constitute a material relationship.

For relationships not covered by these guidelines, the other independent Directors will determine whether a material relationship exists, based upon the recommendation of the Nominating Committee. No immediate family relationship exists between any of our Directors or executive officers and any other Directors or executive officers.

The Board has determined that, based on his or her compliance with the Board’s established guidelines, each of American Tower’s non-management Directors has no material relationship with us and is “independent” under Section 303A.02 of the NYSE listing standards. In making its assessment, the Board determined that each of Messrs. Dolan, Hormats and Lara and Ms. Reed had no relationship with the Company, other than being a Director or stockholder. With respect to Messrs. Macnab, Sharbutt and Thompson and Mses. Lieblein and Reeve, the Board determined that relationships that existed with the Company were immaterial. Specifically, the Board considered that each of Messrs. Macnab, Sharbutt and Thompson and Mses. Lieblein and Reeve served or

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currently serves as a director (or executive officer in the case of Mr. Macnab) of a company that does business with us, as follows: Mr. Macnab served as a director and executive officer of National Retail Properties, Inc. (NRP) until April 2017; Mr. Sharbutt currently serves as a director of Flat Wireless, LLC; Mr. Thompson currently serves as a director of Spok Holdings, Inc.; Ms. Lieblein currently serves as a director of Honeywell International Inc. and Southwest Airlines Co.; and Ms. Reeve currently serves as a director and chair of Frontier Communications Corporation. In each case, the Board determined that such service was in accordance with the NYSE listing standards and our Corporate Governance Guidelines in that none of these Directors beneficially owns five percent (5%) or more of the outstanding capital stock of the applicable company, each recuses himself or herself from any deliberations of the Board with respect to the applicable company, and, with respect to Mr. Macnab, payments by the Company to NRP represented less than 0.01% of both our and NRP’s revenues for fiscal 2017.

BOARD COMMITTEES

Our Board has three standing committees: The Audit Committee; the Compensation Committee; and the Nominating Committee. Only independent Directors serve on the standing committees.

      Audit Committee

Each member of the Audit Committee is an audit committee financial expert under SEC rules and has the accounting or related financial-management expertise required under NYSE rules. In addition, each member is “independent” under the additional independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (Exchange Act). No Audit Committee member serves on the audit committee of more than two other public companies.

The Audit Committee’s meetings in 2017 were designed to facilitate and encourage communication between members of the Audit Committee, management, our internal auditors and our independent registered public accounting firm, Deloitte & Touche LLP. Prior to each earnings release, the Audit Committee met with management and our auditors to review the financial results.

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Board of Directors

      Compensation Committee

For more information on the Compensation Committee’s role and our processes and procedures for determining executive compensation, see “Compensation Discussion and Analysis” beginning on page 25.

      Nominating and Corporate Governance Committee

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Board of Directors

ANNUAL EVALUATION

To identify areas that are effective and areas for improvement, our Board, with oversight by the Nominating Committee, conducts annual evaluations of its performance and that of each of its three standing committees. The table below summarizes the process followed in 2017. We expect to conduct a similar Board and committee self-evaluation process in 2018.

DIRECTOR COMPENSATION

As of December 31, 2017, our standard compensatory arrangement with our non-management Directors included the following:

On March 10, 2017, based on their performance in the prior year and expected future contributions to the Company, we granted each of the non-management Directors, other than Ms. Lieblein (who had not yet joined our Board), 1,321 restricted stock units (RSUs), which fully vest and are settled in shares of Common Stock on the one-year anniversary of the grant. In June 2017, in connection with Carolyn F. Katz’s retirement from the Board effective May 31, 2017, the Compensation Committee approved a modification of her RSU award, which resulted in the immediate vesting of her 1,321 RSUs.

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CORPORATE GOVERNANCE

Board of Directors

The following table provides information regarding the compensation of each non-management Director who served on our Board during the year ended December 31, 2017. Information regarding the compensation of Mr. Taiclet may be found under “Executive Compensation” beginning on page 53.

DIRECTOR COMPENSATION FOR 2017

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CORPORATE GOVERNANCE

Risk Oversight

In February 2018, based on its review of peer group and benchmarking analyses, the Committee increased the amount of the annual stock award to our non-management Directors from $150,000 to $180,000.

Risk Oversight

The Board oversees the management of the Company’s risk exposure through the following framework:

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CORPORATE GOVERNANCE

Risk Oversight

The Board is responsible for understanding the Company’s most significant risks, ensuring that management responds appropriately, and making risk-informed strategic decisions. The Board monitors risk exposure to ensure that it is in line with the Company’s overall tolerance for, and ability to manage, risk.

Our standing committees, which are made up solely of independent Directors, most of whom have had extensive experience in providing strategic and advisory services to other public companies, assist the Board in evaluating the risks the Company faces as well as our policies for risk management and assessment. At each regularly scheduled Board meeting, each committee’s Chairperson reports on, among other things, any identified risks associated with that committee’s principal areas of focus.

The Audit Committee:

The Compensation Committee:

The Nominating Committee:

The Board’s role in risk oversight complements our leadership structure, with senior management responsible for assessing, managing and mitigating our risk exposure and the Board and its committees overseeing those efforts. We believe that this is an effective approach to addressing the risks we face and supports our current Board leadership structure, as it allows our independent Directors to evaluate our risks and our risk management and assessment policies through fully independent Board committees, with ultimate oversight by the full Board as led by our Chairman/CEO and our independent Lead Director.

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CORPORATE GOVERNANCE

Communications from Stockholders and Other Interested Parties

Stock Ownership Guidelines

To further align the interests of our leadership with those of our stockholders and promote our commitment to sound corporate governance, our Corporate Governance Guidelines include stock ownership guidelines. Each executive officer and Director is expected to beneficially own American Tower stock equal in market value to a specified multiple of his or her annual base salary or annual cash retainer, as applicable. The guideline for the CEO is six (6) times his or her annual base salary and for each of the other executive officers is three (3) times his or her annual base salary. The guideline for each non-management Director is five (5) times the annual cash retainer. Each executive officer and non-management Director has five years from the date of hire/appointment to reach his or her ownership target. Additionally, each executive officer is required to retain at least 50% of shares net of tax obligations until he or she meets the ownership requirements.

For determining compliance with these guidelines, we count actual shares, unvested time-based RSUs, in-the-money value of vested options and unvested PSUs (at target). The Compensation Committee administers these stock ownership guidelines and may modify their terms and grant hardship exceptions at its discretion. As of March 28, 2018, each executive officer and Director, except for Ms. Lieblein, who joined the Board in June 2017, exceeded his or her applicable stock ownership requirement.

Executive Succession Planning

The Board recognizes that succession planning is a key component of the Company’s continued success. Pursuant to our Corporate Governance Guidelines, on an annual basis, the Board, in its executive sessions, considers and reviews succession candidates for the CEO and other executive leadership positions for both near- and long-term planning. The Board reviews potential candidates for succession planning purposes in light of their performance, leadership qualities and ability to manage additional responsibilities. The Board also considers potential risks regarding the retention of the Company’s current executive officers and succession candidates, the timeline for implementing each succession plan, and the extent of disruption likely to be caused as a result of unplanned attrition. In addition, as part of its risk management process, the Board has developed an interim emergency succession plan.

Communications from Stockholders and Other Interested Parties

The Board gives attention to written communications submitted by stockholders and other interested parties and will respond if and as appropriate. The Board has designated the Nominating Committee to consider, and determine responses to, communications from stockholders and other interested parties. If you wish to send communications on any topic to the Board and its non-management Directors, address your communications to David E. Sharbutt, Chairperson of the Nominating and Corporate Governance Committee, c/o General Counsel, American Tower Corporation, 116 Huntington Avenue, Boston, Massachusetts 02116. Stockholders proposing Director nominations or any other business for consideration at a meeting of stockholders must comply with the proxy access provisions or the advance notice and related provisions in our By-Laws, as applicable.

Under most circumstances, the Chairperson of the Nominating Committee is, with the assistance of our General Counsel, primarily responsible for monitoring communications from stockholders and for providing copies or summaries of such communications to the other Directors as he or she considers appropriate. Communications that relate to substantive matters and include suggestions or comments that the Chairperson of the Nominating Committee considers to be important for the Directors to consider will be forwarded to all Directors. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than are communications relating to ordinary business affairs or matters that are personal or otherwise not relevant to the Company, including mass mailings and repetitive or duplicative communications.

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CORPORATE GOVERNANCE

Approval of Related Party Transactions

Approval of Related Party Transactions

Our Corporate Governance Guidelines include a policy for the review and approval of all transactions involving the Company and related parties. Under the policy, “related parties” means our executive officers, Directors and stockholders owning more than five percent (5%) of our Common Stock, as well as any such person’s immediate family members. The policy also covers entities that are owned or controlled by related parties, or entities in or of which related parties have a substantial ownership interest or control. The policy does not cover any transaction that is available to employees or Directors generally or any transaction involving less than $120,000.

Under the policy, management must present to the Nominating Committee any related party transaction that it wishes to enter into, as well as the value of the proposed transaction. After reviewing the transaction, the Nominating Committee will approve or disapprove it, and management must continue to update the Nominating Committee of any material change to the proposed transaction. If management enters into a related party transaction before the Nominating Committee approves it, the Nominating Committee must ratify the transaction or management must make all reasonable efforts to cancel or annul the transaction.

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CORPORATE GOVERNANCE

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management

The table below sets forth certain information known to us as of March 28, 2018 regarding shares of Common Stock beneficially owned as of such date by:

We determined the number of shares of Common Stock beneficially owned by each person under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares to which the individual or entity has sole or shared voting power or investment power and also any shares that the individual or entity had the right to acquire within 60 days of March 28, 2018. Accordingly, the numbers of shares shown below include shares underlying stock options and RSUs that are vested or are expected to vest prior to May 27, 2018, which we collectively refer to below as “presently vested equity.” All percentages with respect to our Directors and executive officers are based on the shares of Common Stock outstanding as of March 28, 2018. Except as noted below, each holder has sole voting and investment power with respect to all shares of Common Stock listed as beneficially owned by that holder.

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CORPORATE GOVERNANCE

Security Ownership of Certain Beneficial Owners and Management

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CORPORATE GOVERNANCE

Audit Committee Report

Audit Committee Report

Management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an independent audit of the Company’s financial statements in accordance with standards of the U.S. Public Company Accounting Oversight Board (PCAOB) and issuing a report on those financial statements and the effectiveness of the Company’s internal control over financial reporting. The Audit Committee is also responsible for monitoring and reviewing these processes.

The Audit Committee reviewed the Company’s audited financial statements for fiscal year 2017 (ended December 31, 2017) and discussed with the Company’s management these financial statements, including the acceptability and quality of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee also reviewed and discussed with Deloitte & Touche LLP the audited financial statements and the matters required by PCAOB Auditing Standard No. 1301 (Communications with Audit Committees). Deloitte & Touche LLP provided the Audit Committee with the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with Deloitte & Touche LLP its independence and has considered whether the firm’s provision of other non-audit related services to the Company is compatible with maintaining such auditors’ independence.

Based on its discussions with, and its review of information provided by, management and Deloitte & Touche LLP, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

By the Audit Committee of the Board of Directors of American Tower Corporation.

AUDIT COMMITTEE

JoAnn A. Reed, Chairperson

Grace D. Lieblein

Craig Macnab

David E. Sharbutt

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Independent Auditor Fees and Other Matters

Independent Auditor Fees and Other Matters

The following table presents the aggregate fees billed for services rendered by Deloitte & Touche LLP for the fiscal years ended December 31, 2017 and 2016 ($ in thousands):

Audit Fees. These fees relate to professional services rendered in connection with the annual audit of our consolidated financial statements and internal control over financial reporting; the reviews of the condensed consolidated financial statements performed in connection with each of our Quarterly Reports on Form 10-Q; and consultations regarding the accounting, financial reporting and audits of subsidiaries, including statutory audits required by foreign jurisdictions and audits required by the agreements related to our securitizations.

Audit-Related Fees. These include fees for valuation reviews and audit services performed in connection with our acquisitions, due diligence services and other services performed in connection with our financing activities. In both 2017 and 2016, the valuation review and audit service fees included in the total audit-related fees were $1.1 million.

Tax Fees. These include fees for consulting services related to potential acquisitions, tax planning, advice and assistance with international and other tax matters.

All Other Fees. These include fees for certain benchmarking assessments and analyses.

Audit Committee Pre-approval Policy and Procedures. The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services to be performed by our independent registered public accounting firm. This policy requires that we do not engage our independent registered public accounting firm to render audit or non-audit services unless the Audit Committee specifically approves the service in advance or the engagement is entered into pursuant to one of the pre-approval procedures described below.

From time to time, the Audit Committee may pre-approve specified types of services that we expect our independent registered public accounting firm to provide during the next 12 months. The Audit Committee may also authorize any Audit Committee member to approve any audit or non-audit services that our independent registered public accounting firm provides. Any approval of services by an Audit Committee member pursuant to this delegated authority is to be reported at the next meeting of the Audit Committee.

The Audit Committee approved all of the services described above in accordance with its pre-approval policies and procedures.

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Compensation and Other Information

Concerning Directors and Officers

COMPENSATION DISCUSSION AND ANALYSIS

In this section we summarize our philosophy and objectives regarding the compensation of our named executive officers, including how we determine the elements and amounts of executive compensation. We encourage you to read this discussion and analysis in conjunction with our compensation tables on page 53 and the report of the Compensation Committee of our Board on page 52 of this Proxy Statement. All references to the “Committee” in this section refer to the Compensation Committee.

This Compensation Discussion and Analysis provides information about American Tower’s compensation objectives and policies for our named executive officers (NEOs), who for 2017 were:

For a complete list of our current executive officers, see Part III, Item 10 in our Annual Report on Form 10-K for the year ended December 31, 2017 (Form 10-K).

Executive Summary

2017 PERFORMANCE HIGHLIGHTS

We are one of the largest global REITs and a leading independent owner, operator and developer of multitenant communications real estate. Our primary business is the leasing of space on communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries. We also offer tower-related services in the United States, including site acquisition, zoning and permitting and structural analysis, which primarily support our site leasing business, including the addition of new tenants and equipment on our sites.

In 2017, our senior leadership team continued its focus on our key operational priorities: (i) increase the occupancy of our existing communications real estate portfolio to support global connectivity; (ii) invest in and selectively grow our communications real estate portfolio to meet our tenants’ needs; (iii) further improve upon our operational performance and efficiency, including through innovation; and (iv) maintain a strong balance sheet.

We achieved record financial performance and completed significant strategic initiatives in 2017. In addition, the Committee determined that each of our NEOs met or exceeded the individual goals and objectives set in early 2017. Compensation determinations were also influenced by our performance against external measures, including direct competitors, peer group companies and survey data.

AMERICAN TOWER CORPORATION 2018 PROXY STATEMENT

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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS

Compensation Discussion and Analysis

Financial Performance (2017 versus 2016)⁽¹⁾

We generated the following strong operating results for the fiscal year 2017 (all comparative information is presented against the prior-year period):

FINANCIAL PERFORMANCE (2017 VERSUS 2016)

($ in billions, except per share data)

During 2017, we:

PROPERTY REVENUE NET INCOME ADJUSTED EBITDA CONSOLIDATED AFFO PER SHARE 15% GROWTH 26% GROWTH 15% GROWTH 16% GROWTH

AMERICAN TOWER CORPORATION 2018 PROXY STATEMENT

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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS

Compensation Discussion and Analysis

Our Performance Relative to our Peers

For 2017, our one- , three- and five-year total stockholder returns exceeded that of our peer group and the S&P 500. Our ten-year return of 14% exceeded the S&P 500 and our peer group by 8% and 2%, respectively.

We have generated a total return for our investors, including share price appreciation and the reinvestment of dividends, of more than 273% since 2007, reflecting a compound annual growth of about 14%. This is more than 3 times greater than the S&P 500’s total return of 82% over the same period. Our strong total stockholder return over the ten-year period shown in the chart supports the Committee’s belief that our executive compensation structure rewards the creation of long-term stockholder value.

TOTAL SHAREHOLDER RETURN⁽¹⁾: AMT VS. PEER GROUP AND S&P 500

Investor Outreach and Say on Pay

Stockholder engagement is an integral component of our compensation decision-making process, and members of our Board and management routinely hold discussions with our investors. Through these discussions, we receive valuable feedback on our compensation program and corporate governance initiatives.

In addition to stockholder feedback, the Compensation Committee considers the results of the annual say on pay vote and input from its independent compensation consultant when setting compensation for our executives. In 2017, our stockholders continued to demonstrate support of our executive compensation program, with over 98% voting in favor.

TOTAL SHAREHOLDER RETURN(1): AMT VS. PEER GROUP AND S&P 500
American Tower
Peer Group Median
S&P 500
1 Year TSR
3 Year TSR
5 Year TSR
10 Year TSR

AMERICAN TOWER CORPORATION 2018 PROXY STATEMENT

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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS

Compensation Discussion and Analysis

Examples of the feedback we heard from our investors over the last few years, and how that feedback impacted compensation design include:

We regularly review our compensation program to ensure that we remain a leader in executive compensation best practices and continue to incorporate stockholder feedback. We will continue with regular stockholder engagement activities to understand perspectives firsthand.

Proposal 3 (page 72) gives our stockholders the opportunity to cast an advisory vote on our executive compensation program as described in this Proxy Statement. Although this vote is non-binding, the Committee will review the results of the vote as it did in 2017 and take those results into account when making future determinations concerning executive compensation.

AMERICAN TOWER CORPORATION 2018 PROXY STATEMENT

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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS

Compensation Discussion and Analysis

SUMMARY OF EXECUTIVE COMPENSATION PROGRAM

The following tables summarize the components of our 2017 compensation program and how they help us achieve our compensation objectives.