SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 26, 2018
AMERICAN TOWER CORPORATION
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of
(IRS Employer Identification
116 Huntington Avenue
Boston, Massachusetts 02116
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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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 ¨
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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) Effective August 1, 2018, Steven C. Marshall intends to step down from his position as Executive Vice President and President, U.S. Tower Division of American Tower Corporation (the “Company”) and transition to the new role of Executive Vice President, Senior Advisor to the Company's Chief Executive Officer. Mr. Marshall will hold this position through October 31, 2018 to assist in the transition of responsibilities. The Company’s Board of Directors has appointed Steven O. Vondran, Senior Vice President and General Counsel, U.S. Tower Division, to the role of Executive Vice President and President, U.S. Tower Division, effective August 1, 2018.
(e) On July 26, 2018, as part of the Company’s long-term incentive compensation planning, the Compensation Committee (the “Committee”) of the Company’s Board of Directors approved a new form of award agreement (the “Award Agreement”) for grants of performance-based restricted stock units (“PSUs”) pursuant to the Company’s 2007 Equity Incentive Plan, as amended, to employees other than the Company’s Chief Executive Officer (the “CEO”). The Award Agreement provides for either a full or pro rata payout of PSUs earned based on Company performance after the Scheduled Vesting Date in the event of a Separation Event or Qualified Retirement (each as defined in the Award Agreement) subject to certain conditions being met. In addition, the Committee approved an amendment of all outstanding PSU awards, including PSU awards held by the Company’s executive officers other than the Company's CEO, to conform to the payout distribution methodology described above.
A copy of the Award Agreement for the PSUs is filed herewith as Exhibit 10.1, and the foregoing description of the form of award agreement is qualified in its entirety by reference to the terms and provisions thereof.
Item 8.01 Other Events.
On August 1, 2018, the Company issued a press release (the “Press Release”) announcing the management changes described above in Item 5.02(b). A copy of the Company’s press release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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
July 31, 2018
/s/ Thomas A. Bartlett
Thomas A. Bartlett
Executive Vice President, Chief Financial Officer and Treasurer