AMERICAN TOWER CORP /MA/0001053507false00010535072023-05-242023-05-240001053507exch:XNYSus-gaap:CommonStockMember2023-05-242023-05-240001053507exch:XNYSamt:A1375SeniorNotesDue2025Member2023-05-242023-05-240001053507exch:XNYSamt:A1950SeniorNotesDue2026Member2023-05-242023-05-240001053507exch:XNYSamt:A0450SeniorNotesDue2027Member2023-05-242023-05-240001053507exch:XNYSamt:A0400SeniorNotesDue2027Member2023-05-242023-05-240001053507exch:XNYSamt:A4125SeniorNotesDue2027Member2023-05-242023-05-240001053507exch:XNYSamt:A0500SeniorNotesDue2028Member2023-05-242023-05-240001053507exch:XNYSamt:A0875SeniorNotesDue2029Member2023-05-242023-05-240001053507exch:XNYSamt:A0950SeniorNotesDue2030Member2023-05-242023-05-240001053507amt:A4625SeniorNotesDue2031Memberexch:XNYS2023-05-242023-05-240001053507amt:A1000SeniorNotesDue2032Memberexch:XNYS2023-05-242023-05-240001053507exch:XNYSamt:A1250SeniorNotesDue2033Member2023-05-242023-05-24

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 24, 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
4.125% Senior Notes due 2027			AMT 27F			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
4.625% Senior Notes due 2031			AMT 31B			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.☐

---

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

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of American Tower Corporation (the “Company”) was held virtually on May 24, 2023. At the Annual Meeting, the Company's stockholders elected twelve 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 12, 2023.

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			392,771,475			1,825,711			416,465			24,448,875
Kelly C. Chambliss			391,593,336			3,012,608			407,707			24,448,875
Teresa H. Clarke			393,225,278			1,385,118			403,255			24,448,875
Raymond P. Dolan			386,206,775			8,388,161			418,715			24,448,875
Kenneth R. Frank			393,356,771			1,238,251			418,629			24,448,875
Robert D. Hormats			386,595,813			7,999,135			418,703			24,448,875
Grace D. Lieblein			393,520,538			1,090,522			402,591			24,448,875
Craig Macnab			392,488,523			2,104,694			420,434			24,448,875
JoAnn A. Reed			372,384,565			22,224,709			404,377			24,448,875
Pamela D.A. Reeve			373,007,480			21,600,321			405,850			24,448,875
Bruce L. Tanner			393,362,723			1,231,602			419,326			24,448,875
Samme L. Thompson			377,737,989			16,858,229			417,433			24,448,875

2. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023.

Votes Cast For			Votes Against			Votes Abstained			Broker Non-Votes
397,329,021			21,904,478			229,027			—

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

Votes Cast For			Votes Against			Votes Abstained			Broker Non-Votes
378,742,197			15,051,020			1,220,434			24,448,875

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
385,746,480			159,152			8,691,785			416,234			24,448,875

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 May 25, 2023, the Company issued a press release (the “Press Release”) announcing that the Board declared a cash distribution of $1.57 per share of the Company’s common stock, payable on July 10, 2023 to the stockholders of record at the close of business on June 16, 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 May 25, 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

---

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 25, 2023			By:			/s/ Rodney M. Smith
									Rodney M. Smith
									Executive Vice President, Chief Financial Officer and Treasurer