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 31, 2017
 
 
 
 
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))
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 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of American Tower Corporation (the “Company”) was held on May 31, 2017 in Boston, Massachusetts. At the Annual Meeting, the Company's stockholders elected nine individuals to the Board of Directors (the “Board”), approved Proposals 2 and 3 and voted for one year on Proposal 4. The proposals are described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2017.

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
Gustavo Lara Cantu
364,995,828
2,120,289
236,397
23,362,320
Raymond P. Dolan
364,371,624
2,743,489
237,401
23,362,320
Robert D. Hormats
366,407,410
704,874
240,230
23,362,320
Craig Macnab
366,916,642
196,645
239,227
23,362,320
JoAnn A. Reed
366,273,920
846,649
231,945
23,362,320
Pamela D.A. Reeve
361,904,607
5,217,925
229,982
23,362,320
David E. Sharbutt
363,642,934
3,467,148
242,432
23,362,320
James D. Taiclet, Jr.
358,160,325
6,511,306
2,680,883
23,362,320
Samme L. Thompson
365,012,080
2,101,924
238,510
23,362,320

2.      Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2017.

Votes Cast For
Votes Against
Votes Abstained
Broker Non-Votes
384,281,710
6,157,024
276,100
—

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

Votes Cast For
Votes Against
Votes Abstained
Broker Non-Votes
359,938,347
5,849,711
1,564,456
23,362,320

4.      Vote, on an advisory basis, on the frequency with which the Company will hold a stockholder advisory vote on executive compensation.

Votes Cast For 1 Year
Votes Cast For 2 Years
Votes Cast For 3 Years
Votes Abstained
Broker Non-Votes
342,948,336
142,272
23,934,972
326,934
23,362,320
Company to Hold an Annual Vote on Executive Compensation

In light of the voting results with respect to the frequency with which the Company will hold a stockholder advisory vote on executive compensation, the Board has determined that the Company will hold an annual advisory vote on executive compensation, unless and until the Board determines it is in the best interest of the Company to hold such vote with a different frequency.





Item 8.01      Other Events.
On June 1, 2017, the Company issued a press release (the “Press Release”) announcing that the Board declared a cash distribution of $0.64 per share of the Company’s common stock, payable on July 14, 2017 to such stockholders of record at the close of business on June 19, 2017.

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
 
 
99.1
 
Press Release, dated June 1, 2017.








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
 
(Registrant)
 
 
Date:
June 1, 2017
By:
/s/ Thomas A. Bartlett
 
 
Thomas A. Bartlett
 
 
Executive Vice President and Chief Financial Officer





EXHIBIT INDEX

 
 
 
Exhibit No.
 
Description
 
 
99.1
 
Press Release, dated June 1, 2017.


    




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