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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): March 8, 2023

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
0.400% Senior Notes due 2027			AMT 27D			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
0.950% Senior Notes due 2030			AMT 30C			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 (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.☐

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Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 8, 2023, David E. Sharbutt notified the Corporate Secretary of American Tower Corporation (the “Company”) of his decision to not stand for re-election at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Mr. Sharbutt’s decision to not stand for re-election did not involve any disagreements with the Company. Mr. Sharbutt is currently a member of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of the Company and will continue his service on such committee until the Annual Meeting.

Item 8.01    Other Events.

On March 9, 2023, the Company issued a press release (the “Press Release”) announcing that the Board declared a cash distribution of $1.56 per share on shares of the Company’s common stock, payable on April 28, 2023 to the stockholders of record at the close of business on April 14, 2023.

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 March 9, 2023.
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:			March 9, 2023			By:			/s/ Rodney M. Smith
									Rodney M. Smith
									Executive Vice President, Chief Financial Officer and Treasurer