8-KEarnings & ResultsLeadership ChangesCorporate Changes+1

AMERICAN TOWER CORP /MA/ 8-K Report, Financial Results (Feb 26, 2009)

Filed February 26, 2009For Securities:AMT

Summary

This 8-K filing from American Tower Corporation (AMT), dated February 26, 2009, primarily announces the company's financial results for the fourth quarter and full year ended December 31, 2008, via a press release furnished as an exhibit. While the specific financial figures are not detailed within this 8-K, the filing indicates that the market will receive these results. Additionally, the report details significant executive personnel changes, including Steven C. Marshall's promotion to Executive Vice President and President of the U.S. Tower Division, and the transition of Steven J. Moskowitz to a Senior Advisor role with a severance agreement. The company also discloses that its Compensation Committee has decided not to adjust the current base salaries or cash bonus incentive targets for its named executive officers for the fiscal year 2009. Furthermore, the Board of Directors approved amendments to the company's By-Laws, introducing a majority vote standard for uncontested director elections, clarifying advance notice provisions for stockholder proposals, and enhancing indemnification rights for directors and officers.

Key Highlights

  • 1American Tower Corporation announced its fourth quarter and full year 2008 financial results via a press release furnished with the 8-K.
  • 2Steven C. Marshall has been appointed Executive Vice President and President, U.S. Tower Division, effective March 9, 2009.
  • 3Steven J. Moskowitz will transition from his role as President, U.S. Tower Division, to Senior Advisor and will provide strategic advisory services post-departure.
  • 4Steven J. Moskowitz will receive approximately $876,000 over 18 months as part of a separation agreement, along with extended stock option exercise and vesting periods.
  • 5The Compensation Committee decided not to adjust base salaries or target cash bonuses for Named Executive Officers for the fiscal year 2009.
  • 6Company By-Laws were amended to include a majority vote standard for uncontested director elections.
  • 7By-Law amendments also clarified advance notice provisions for stockholder proposals and strengthened indemnification provisions for officers and directors.

Frequently Asked Questions

This 8-K filing does not contain the detailed financial results itself. Instead, it announces that American Tower Corporation issued a press release on February 26, 2009, which contains the financial results for the fourth quarter and full year ended December 31, 2008. Investors would need to refer to that press release (Exhibit 99.1) for specific financial performance details.

Steven C. Marshall is being promoted to Executive Vice President and President of the U.S. Tower Division, effective March 9, 2009. The current President, Steven J. Moskowitz, will transition to a Senior Advisor role on the same date and will remain employed through April 3, 2009, after which he will provide strategic advisory services.

The Compensation Committee has determined not to adjust the current base salaries or cash bonus incentive targets for the Named Executive Officers for the fiscal year 2009. The filing includes a table detailing the 2009 base salaries and target cash bonus potentials for these executives.

Yes, the company's Amended and Restated By-Laws were amended effective February 25, 2009. Key changes include implementing a majority vote standard for uncontested director elections, clarifying advance notice requirements for stockholder proposals, and enhancing indemnification rights for directors and officers, making them contract rights.