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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 22, 2024
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value AMTNew York Stock Exchange
1.375% Senior Notes due 2025AMT 25ANew York Stock Exchange
1.950% Senior Notes due 2026AMT 26BNew York Stock Exchange
0.450% Senior Notes due 2027AMT 27CNew York Stock Exchange
0.400% Senior Notes due 2027AMT 27DNew York Stock Exchange
4.125% Senior Notes due 2027AMT 27FNew York Stock Exchange
0.500% Senior Notes due 2028AMT 28ANew York Stock Exchange
0.875% Senior Notes due 2029AMT 29BNew York Stock Exchange
0.950% Senior Notes due 2030AMT 30CNew York Stock Exchange
4.625% Senior Notes due 2031AMT 31BNew York Stock Exchange
1.000% Senior Notes due 2032AMT 32New York Stock Exchange
1.250% Senior Notes due 2033AMT 33New 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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Director Election. On May 23, 2024, the Board of Directors (the “Board”) of American Tower Corporation (the “Company”) appointed Neville R. Ray to the Compensation Committee of the Board. The Board had previously elected Mr. Ray as a director on March 14, 2024.

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

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held virtually on May 22, 2024. At the Annual Meeting, the Company's stockholders elected eleven individuals to 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 10, 2024.

The final results of the stockholder voting regarding each proposal were as follows:

1. Election of the following directors for the ensuing year and until his or her successor is elected and qualified.
NomineeVotes Cast ForVotes AgainstVotes AbstainedBroker Non-Votes
Steven O. Vondran399,927,274508,3201,403,29523,882,113
Kelly C. Chambliss396,625,0253,835,1881,378,67623,882,113
Teresa H. Clarke399,776,104673,8321,388,95323,882,113
Kenneth R. Frank399,383,2091,064,2901,391,39023,882,113
Robert D. Hormats397,138,0033,299,8071,401,07923,882,113
Grace D. Lieblein396,600,6003,851,8791,386,41023,882,113
Craig Macnab391,201,8849,249,3231,387,68223,882,113
Neville R. Ray399,845,341563,5541,429,99423,882,113
JoAnn A. Reed381,226,28419,232,0891,380,51623,882,113
Pamela D.A. Reeve386,961,99913,489,3191,387,57123,882,113
Bruce L. Tanner399,804,743642,4031,391,74323,882,113

2. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024.
Votes Cast ForVotes AgainstVotes AbstainedBroker Non-Votes
398,241,45826,348,4831,131,061—

3. Approval, on an advisory basis, of the Company’s executive compensation.
Votes Cast ForVotes AgainstVotes AbstainedBroker Non-Votes
377,946,26614,857,3949,035,22923,882,113

4.    Consideration of a stockholder proposal regarding the ownership threshold required to call a special meeting.
Votes Cast ForVotes AgainstVotes AbstainedBroker Non-Votes
182,342,130217,945,5081,551,25123,882,113




5.     Consideration of a stockholder proposal regarding disclosure of racial and gender pay gaps.
Votes Cast ForVotes AgainstVotes AbstainedBroker Non-Votes
196,704,192203,072,0172,062,68023,882,113

Item 8.01    Other Events.

On May 23, 2024, the Company issued a press release (the “Press Release”) announcing that the Board declared a cash distribution of $1.62 per share of the Company’s common stock, payable on July 12, 2024 to the stockholders of record at the close of business on June 14, 2024.

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 
104Cover 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 24, 2024By:/s/ Rodney M. Smith
Rodney M. Smith
Executive Vice President, Chief Financial Officer and Treasurer




Exhibit 99.1

image_0a.jpg


Contact: Adam Smith
Senior Vice President, Investor Relations and FP&A
Telephone: (617) 375-7500

AMERICAN TOWER CORPORATION DECLARES QUARTERLY DISTRIBUTION


Boston, Massachusetts — May 23, 2024 — American Tower Corporation (NYSE: AMT) announced that its Board of Directors (the “Board”) declared a quarterly cash distribution of $1.62 per share on shares of the Company’s common stock. The distribution is payable on July 12, 2024 to the stockholders of record at the close of business on June 14, 2024.

About American Tower

American Tower, one of the largest global REITs, is a leading independent owner, operator and developer of multitenant communications real estate with a portfolio of over 224,000 communications sites and a highly interconnected footprint of U.S. data center facilities. For more information about American Tower, please visit the “Earnings Materials” and “Investor Presentations” sections of our investor relations hub at www.americantower.com.

Cautionary Language Regarding Forward-Looking Statements

This press release contains “forward-looking statements” concerning the Company’s goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions and other statements that are not necessarily based on historical facts. Actual results may differ materially from those indicated in the Company’s forward-looking statements as a result of various factors, including those factors set forth under the caption “Risk Factors” in Item 1A of its most recent annual report on Form 10-K, and other risks described in documents the Company subsequently files from time to time with the Securities and Exchange Commission. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances.

###

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Cover Cover
May 22, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date May 22, 2024
Entity Incorporation, State or Country Code DE
Entity File Number 001-14195
Entity Tax Identification Number 65-0723837
Entity Address, Address Line One 116 Huntington Avenue
Entity Address, City or Town Boston
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02116
City Area Code 617
Local Phone Number 375-7500
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Registrant Name AMERICAN TOWER CORP /MA/
Entity Central Index Key 0001053507
Amendment Flag false
NEW YORK STOCK EXCHANGE, INC. | Common Stock  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol AMT
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | 1.375% Senior Notes due 2025  
Entity Information [Line Items]  
Title of 12(b) Security 1.375% Senior Notes due 2025
Trading Symbol AMT 25A
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | 1.950% Senior Notes due 2026  
Entity Information [Line Items]  
Title of 12(b) Security 1.950% Senior Notes due 2026
Trading Symbol AMT 26B
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | Zero Point Four Five Zero Percent Senior Notes, Due 2027  
Entity Information [Line Items]  
Title of 12(b) Security 0.450% Senior Notes due 2027
Trading Symbol AMT 27C
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | Zero Point Five Zero Percent Senior Notes Due 2028 [Member]  
Entity Information [Line Items]  
Title of 12(b) Security 0.500% Senior Notes due 2028
Trading Symbol AMT 28A
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | One Point Zero Percent Senior Notes Due 2032  
Entity Information [Line Items]  
Title of 12(b) Security 1.000% Senior Notes due 2032
Trading Symbol AMT 32
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | Zero Point Eight Seven Five Percent Senior Notes, Due  
Entity Information [Line Items]  
Title of 12(b) Security 0.875% Senior Notes due 2029
Trading Symbol AMT 29B
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | One Point Two Five Zero Percent Senior Notes, Due 2033  
Entity Information [Line Items]  
Title of 12(b) Security 1.250% Senior Notes due 2033
Trading Symbol AMT 33
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | 0.400% Senior Notes Due 2027  
Entity Information [Line Items]  
Title of 12(b) Security 0.400% Senior Notes due 2027
Trading Symbol AMT 27D
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | 0.950% Senior Notes Due 2030  
Entity Information [Line Items]  
Title of 12(b) Security 0.950% Senior Notes due 2030
Trading Symbol AMT 30C
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | 4.125% Senior Notes due 2027  
Entity Information [Line Items]  
Title of 12(b) Security 4.125% Senior Notes due 2027
Trading Symbol AMT 27F
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | 4.625% Senior Notes Due 2031  
Entity Information [Line Items]  
Title of 12(b) Security 4.625% Senior Notes due 2031
Trading Symbol AMT 31B
Security Exchange Name NYSE
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