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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 26, 2021

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
0.450% Senior Notes due 2027			AMT 27C			New York Stock Exchange
0.500% Senior Notes due 2028			AMT 28A			New York Stock Exchange
0.875% Senior Notes due 2029			AMT 29B			New York Stock Exchange
1.000% Senior Notes due 2032			AMT 32			New York Stock Exchange
1.250% Senior Notes due 2033			AMT 33			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 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of American Tower Corporation (the “Company”) was held virtually on May 26, 2021. At the Annual Meeting, the Company's stockholders elected twelve 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 14, 2021.

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			372,123,996			2,152,610			464,133			23,818,165
Raymond P. Dolan			356,242,269			18,031,843			466,627			23,818,165
Kenneth R. Frank			373,882,512			391,565			466,662			23,818,165
Robert D. Hormats			369,598,501			4,672,715			469,523			23,818,165
Gustavo Lara Cantu			356,567,911			17,706,882			465,946			23,818,165
Grace D. Lieblein			372,919,780			1,368,733			452,226			23,818,165
Craig Macnab			366,277,366			7,997,732			465,641			23,818,165
JoAnn A. Reed			360,350,376			13,936,512			453,851			23,818,165
Pamela D.A. Reeve			354,577,850			19,709,788			453,101			23,818,165
David E. Sharbutt			352,221,210			22,050,800			468,729			23,818,165
Bruce L. Tanner			372,882,924			1,388,569			469,246			23,818,165
Samme L. Thompson			357,884,961			16,390,082			465,696			23,818,165

2. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021.

Votes Cast For			Votes Against			Votes Abstained			Broker Non-Votes
381,098,018			17,247,979			212,907			—

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

Votes Cast For			Votes Against			Votes Abstained			Broker Non-Votes
352,245,284			21,389,276			1,106,179			23,818,165

4. 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
158,093,866			216,296,087			350,786			23,818,165

5. Consideration of a stockholder proposal regarding the creation of a human rights oversight committee of the Board.

Votes Cast For			Votes Against			Votes Abstained			Broker Non-Votes
18,671,309			352,998,844			3,070,586			23,818,165

Item 8.01    Other Events.

On May 27, 2021, the Company issued a press release (the “Press Release”) announcing that the Board declared a cash distribution of $1.27 per share of the Company’s common stock, payable on July 9, 2021 to the stockholders of record at the close of business on June 18, 2021.

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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 27, 2021.
104						Cover Page Interactive Data 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 27, 2021			By:			/s/ Rodney M. Smith
									Rodney M. Smith
									Executive Vice President, Chief Financial Officer and Treasurer