Form 8-K
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): February 10, 2011
Crown Castle International Corp.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-16441
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76-0470458 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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1220 Augusta Drive
Suite 500 Houston, TX
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77057 |
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(Zip Code) |
Registrant’s telephone number, including area code: (713) 570-3000
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) 2011 EMT Annual Incentive Plan. On February 10, 2011, the Board, upon
recommendation from the Compensation Committee, approved the Crown Castle 2011 EMT Annual Incentive
Plan (“2011 Incentive Plan”) for the Company’s executive management team (“EMT”), including W.
Benjamin Moreland, the Company’s President and Chief Executive Officer and the Company’s other
executive officers. The 2011 Incentive Plan is intended to provide incentives to members of the
Company’s EMT in the form of cash payments for achieving certain performance goals established
under the 2011 Incentive Plan. Under the 2011 Incentive Plan, each eligible participant has an
assigned target bonus level, expressed as a percent of base salary. Depending on the achievement of
specified levels of corporate and business unit financial performance goals and individual
performance goals, each eligible participant may earn a multiple of the target bonus. The Board’s
approval of the 2011 Incentive Plan does not create a guarantee of an incentive award to any
eligible participant, and the Compensation Committee retains discretion to discontinue or amend the
2011 Incentive Plan at any time. A copy of the 2011 Incentive Plan is filed as Exhibit 10.1 to
this Form 8-K.
Executive Officer Compensation. On February 10, 2011, the Board, upon recommendation
from the Compensation Committee, approved the following base salaries, annual incentives and
restricted stock awards (“RSAs”) with respect to the following executive officers of the Company:
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2011 |
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2011 |
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Performance |
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2011 |
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2010 |
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Time Vest RSAs |
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RSAs |
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Base Salary ($) |
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Annual Incentive ($) |
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(Shares) |
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(Shares) |
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W. Benjamin Moreland |
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700,000 |
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$ |
1,012,500 |
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28,356 |
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86,806 |
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President and Chief
Executive Officer |
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Jay A. Brown |
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$ |
427,264 |
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$ |
467,069 |
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10,715 |
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32,800 |
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Senior Vice President,
Chief Financial
Officer and Treasurer |
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James D. Young |
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$ |
424,980 |
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$ |
444,006 |
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10,657 |
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32,624 |
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Chief Operating Officer |
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E. Blake Hawk |
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$ |
400,033 |
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$ |
395,657 |
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6,791 |
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20,788 |
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Executive Vice
President and
General
Counsel |
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The terms of the 2011 Time Vest RSAs shown in the table above provide that one-third of the shares
underlying such RSAs vest (i.e., the forfeiture and transfer restrictions lapse) on February 19 of
each of 2012, 2013 and 2014.
The terms of the 2011 Performance RSAs shown in the table above provide for 0% to 100% of the
shares underlying such RSAs to vest on February 19, 2014 (“Price Performance Date”) based upon the
highest average closing price per share of the Company’s common stock (“Common Stock”) for 20
consecutive trading days during the period commencing August 24, 2013 and ending on (and including)
the Price Performance Date (“Highest Average Price”). If the Highest Average Price achieved equals
$52.51*, $60.37* or $68.99*, then the percentage of the 2011 Performance RSAs which vests on the
Price Performance Date is 33 1/3%, 66 2/3% or 100%, respectively. If the Highest Average Price
achieved falls between $52.51*, $60.37* and $68.99*, then the percentage of 2011 Performance RSAs
which vests is determined on a pro rata basis as follows:
1
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| Highest Average Price* |
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Percentage of 2011 Performance RSA Shares Vesting |
$52.51
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33 1/3% |
Between $52.51 and $60.37
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Between 33 1/3% and 66 2/3% (an additional
increase of approximately 4.24% for each $1.00
increase in the Highest Average Price above
$52.51) |
$60.37
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66 2/3% |
Between $60.37 and $68.99
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Between 66 2/3% and 100% (an additional increase
of approximately 3.87% for each $1.00 increase
in the Highest Average Price above $60.37) |
$68.99 and above |
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100% |
In addition, if the closing share price of the Common Stock (“Closing Price”) is at or above
$52.51* on the Price Performance Date and none of the vesting criteria described above has yet been
satisfied, then 33 1/3% of the 2011 Performance RSAs will vest if and upon the closing share price
of the Common Stock being at or above $52.51* for a period of 20 consecutive trading days that
includes the Price Performance Date.
The 2011 Time Vest RSAs and 2010 Performance RSAs were granted pursuant to the Company’s 2004 Stock
Incentive Plan, as amended (“2004 Stock Incentive Plan”). A form of standard Restricted Stock
Agreement generally used for the Company’s 2004 Stock Incentive Plan is filed as Exhibit 10.3 to
the Company’s Form 8-K filed with the Securities and Exchange Commission on March 2, 2005.
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The Highest Average Price and the Closing Price targets are subject to adjustment to reflect
stock splits, stock and cash dividends and other distributions or restructurings. |
Non-employee Director Equity Compensation. On February 10, 2011, the Board also
approved an annual equity grant of shares of Common Stock to the non-employee directors of the
Board. A summary of the current components of compensation for non-employee members of the Board,
including the equity grants approved on February 10, 2011, is attached as Exhibit 10.2 to this
report.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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| Exhibit No. |
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Description |
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10.1 |
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2011 EMT Annual Incentive Plan |
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10.2 |
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Summary of Non-Employee Director Compensation |
2
SIGNATURES
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.
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CROWN CASTLE INTERNATIONAL CORP.
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By: |
/s/ E. Blake Hawk
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Name: |
E. Blake Hawk |
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Title: |
Executive Vice President
and
General Counsel |
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Date: February 16, 2011
3
EXHIBIT INDEX
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| Exhibit No. |
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Description |
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10.1 |
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2011 EMT Annual Incentive Plan |
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10.2 |
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Summary of Non-Employee Director Compensation |
4