AMERICAN TOWER CORP /MA/0001053507false00010535072020-05-182020-05-180001053507exch:XNYSus-gaap:CommonStockMember2020-05-182020-05-180001053507exch:XNYSamt:OnePointThreeSeventyFivePercentSeniorNotesdue2025Member2020-05-182020-05-180001053507amt:OnePointNineFiveZeroPercentSeniorNotesDue2026Memberexch:XNYS2020-05-182020-05-18

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 18, 2020

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)

(I.R.S. 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			AMT			New York Stock Exchange
1.375% Senior Notes due 2025			AMT 25A			New York Stock Exchange
1.950% Senior Notes due 2026			AMT 26B			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.☐

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

The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of American Tower Corporation (the “Company”) was held virtually on May 18, 2020. At the Annual Meeting, the Company's stockholders elected eleven individuals to the Board of Directors (the “Board”), approved Proposals 2 and 3 and rejected Proposals 4 and 5. 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 6, 2020.

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
Thomas A. Bartlett			372,519,585			4,570,676			227,395			23,804,603
Raymond P. Dolan			362,523,379			14,565,621			228,656			23,804,603
Robert D. Hormats			375,914,223			1,173,355			230,078			23,804,603
Gustavo Lara Cantu			364,720,375			12,370,166			227,115			23,804,603
Grace D. Lieblein			376,912,380			185,306			219,970			23,804,603
Craig Macnab			372,098,716			4,988,067			230,873			23,804,603
JoAnn A. Reed			364,810,428			12,289,453			217,775			23,804,603
Pamela D.A. Reeve			363,591,182			13,472,417			254,057			23,804,603
David E. Sharbutt			365,311,903			11,474,426			531,327			23,804,603
Bruce L. Tanner			373,734,415			3,350,521			232,720			23,804,603
Samme L. Thompson			366,615,608			10,473,254			228,794			23,804,603

2. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020.

Votes Cast For			Votes Against			Votes Abstained			Broker Non-Votes
386,773,744			14,067,362			281,153			—

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

Votes Cast For			Votes Against			Votes Abstained			Broker Non-Votes
366,822,367			10,011,801			483,488			23,804,603

4. Consideration of a stockholder proposal to require periodic reports on political contributions and expenditures.

Votes Cast For			Votes Against			Votes Abstained			Broker Non-Votes
138,677,674			237,129,662			1,510,320			23,804,603

5. Consideration of a stockholder proposal regarding the ownership threshold required to call a special meeting.

Votes Cast For			Votes Against			Votes Abstained			Broker Non-Votes
162,337,578			214,345,419			634,659			23,804,603

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Item 8.01 Other Events.

On May 19, 2020, the Company issued a press release (the “Press Release”) announcing that the Board declared a cash distribution of $1.10 per share of the Company’s common stock, payable on July 10, 2020 to the stockholders of record at the close of business on June 19, 2020.

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 May 19, 2020.
104						Cover Page Interactive Date File (embedded within the Inline XBRL document).

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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:

May 19, 2020

By:

/s/ Rodney M. Smith

Rodney M. Smith

Executive Vice President, Chief Financial Officer and Treasurer