Crown Castle Reiterates Actions Underway to Enhance and Unlock Shareholder Value
February 20 2024 - 12:26PM
Crown Castle Inc. (NYSE: CCI) (“Crown Castle” or the “Company”)
today confirmed that Boots Capital Management, LLC (“Boots
Capital”), which is led by Ted Miller, has nominated four
candidates to stand for election to Crown Castle’s Board of
Directors (“Board”) at the Company’s 2024 Annual Meeting of
Stockholders. Mr. Miller is a co-founder of Crown Castle and
resigned as CEO and a Director of the Company in 2001 and 2002,
respectively.
After careful consideration of Mr. Miller and his nominees,
which included interviews by members of the Crown Castle Board, the
Board unanimously determined not to recommend anyone from the Boots
Capital slate for election at the Company’s upcoming Annual
Meeting.
The Crown Castle Board and management team are confident in the
actions the Company is taking to remain well positioned for
long term success and shareholder value creation. In particular,
during the last two months the Company has made significant strides
forward toward creating a stronger and more valuable Crown Castle,
including:
- Initiated a comprehensive strategic and operating review of the
fiber business, the formation of a fiber review committee and the
appointment of Paul, Weiss, Morgan Stanley, BofA Securities and
leading industry consultants to advise on the fiber review
process.
- Appointed three new independent directors, resulting in a total
of seven of the twelve directors having been appointed to the Board
since 2020. Crown Castle’s three recent board member additions
include Sunit Patel, the former CFO of Level-3 and former EVP of
T-Mobile, Jason Genrich, a shareholder representative from one of
the Company’s largest investors, Elliott Investment Management
L.P., and Bradley Singer, the former CFO of American Tower and
former COO and an Investment Partner at ValueAct Capital.
- Appointed Tony Melone as interim CEO following the retirement
of former CEO Jay Brown, and the formation of a CEO search
committee, which has hired a leading executive search firm to help
identify the next CEO of Crown Castle.
The Crown Castle Board and management team value constructive
dialogue with shareholders and regularly engage with an open mind
to better understand their perspectives on the Company’s strategy,
performance and business objectives. Accordingly, members of the
Board and management team have engaged in multiple discussions with
Mr. Miller since late last year, including providing Mr. Miller as
well as his director candidates and his advisors the opportunity to
make a presentation to the Board. While we recognize Mr. Miller’s
contributions to the formation of Crown Castle more than twenty
years ago, Boots Capital’s nominees do not possess the relevant
expertise and experience to successfully oversee Crown Castle’s
strategy.
The Board will present its formal recommendation regarding
election of directors to the Company’s Board in the Company’s
definitive proxy statement, to be filed with the Securities and
Exchange Commission and mailed to all shareholders eligible to vote
at the 2024 Annual Meeting of Stockholders, which, as previously
announced, has been scheduled for May 22, 2024. Shareholders are
not required to take any action at this time.
Boots Capital issued a press release attaching a letter that its
counsel sent to the Company’s counsel. A copy of the response
that the Company delivered to Boots Capital's counsel can be found
here: http://ml.globenewswire.com/Resource/Download/2c556d21-62b3-4e20-a4ed-bdaf688b1057.
ABOUT CROWN CASTLE
Crown Castle owns, operates and leases more than 40,000 cell
towers and approximately 90,000 route miles of fiber supporting
small cells and fiber solutions across every major U.S. market.
This nationwide portfolio of communications infrastructure connects
cities and communities to essential data, technology and wireless
service – bringing information, ideas and innovations to the people
and businesses that need them. For more information on Crown
Castle, please visit www.crowncastle.com.
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING
STATEMENTSThis press release contains forward-looking
statements for purposes of the safe harbor provisions of The
Private Securities Litigation Reform Act of 1995. Statements that
are not historical facts are hereby identified as forward-looking
statements. In addition, words such as “estimate,” “anticipate,”
“project,” “plan,” “intend,” “believe,” “expect,” “likely,”
“predicted,” “positioned,” “continue,” “target,” “seek,” “focus”
and any variations of these words and similar expressions are
intended to identify forward-looking statements. Examples of
forward-looking statements include (1) statements and
expectations regarding the process and outcomes of Company’s Fiber
Review Committee, including that it will help enhance and unlock
shareholder value, (2) statements and expectations regarding
the process and outcomes of CEO Search Committee, including that it
will conduct the search to identify Crown Castle’s next CEO,
(3) that the actions set forth in this press release best
position the Company for long term success, including our
Board’s regular evaluation of all paths to enhance shareholder
value, (4) that the Company will benefit from the experience
and insights of the newly appointed directors, (5) that the
Company will identify the best path forward to capitalize on
significant opportunities for growth in our industry. Such
forward-looking statements should, therefore, be considered in
light of various risks, uncertainties and assumptions, including
prevailing market conditions, risk factors described in “Item
1A. Risk Factors” of the Annual Report on
Form 10-K for the fiscal year ended December 31,
2022 (“2022 Form 10-K”) and other factors. Should one or
more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those expected.
Our filings with the SEC are available through the SEC website
at www.sec.gov or through our investor relations website
at investor.crowncastle.com. We use our investor relations
website to disclose information about us that may be deemed to be
material. We encourage investors, the media and others interested
in us to visit our investor relations website from time to time to
review up-to-date information or to sign up
for e-mail alerts to be notified when new or updated
information is posted on the site.
Important Stockholder
Information
The Company intends to file a proxy statement
and a WHITE proxy card with the U.S. Securities
and Exchange Commission (the “SEC”) in connection with its
solicitation of proxies for its 2024 Annual Meeting. THE COMPANY’S
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY
STATEMENT, THE ACCOMPANYING WHITE PROXY CARD, AND
ANY AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders
may obtain the proxy statement, any amendments or supplements to
the proxy statement, and other documents as and when filed by the
Company with the SEC without charge from the SEC’s website at
www.sec.gov.
Participant Information
For participant information, see the Company’s
Schedule 14A filed with the SEC on February 14, 2024 and available
here.
CONTACTS:Dan Schlanger, CFOKris Hinson, VP
& TreasurerCrown Castle Inc.713-570-3050
MEDIA:Andy Brimmer / Adam PollackJoele Frank,
Wilkinson Brimmer Katcher212-355-4449
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