8-KShareholder MattersOther EventsExhibits & Filings

AMERICAN TOWER CORP /MA/ 8-K Report, Shareholder Vote Results (May 19, 2011)

Filed May 19, 2011For Securities:AMT

Summary

This 8-K filing from American Tower Corporation (AMT) on May 19, 2011, primarily details the outcomes of its Annual Meeting of Stockholders held on May 18, 2011. All five proposals, including the election of directors, ratification of Deloitte & Touche LLP as the independent auditor, and approval of amendments to its Certificate of Incorporation, were overwhelmingly approved. Notably, the company will now hold an annual advisory vote on executive compensation, based on stockholder preference. More significantly for investors, the filing also announces a major strategic initiative: the Board of Directors has approved commencing the steps necessary to reorganize American Tower to qualify as a Real Estate Investment Trust (REIT) for tax purposes. This move, if successfully executed, could substantially alter the company's tax structure and potentially its dividend policy, making it a key development for shareholders to monitor.

Key Highlights

  • 1All proposals presented at the May 18, 2011 Annual Meeting of Stockholders were approved, including the election of nine directors.
  • 2Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2011.
  • 3Stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation.
  • 4An advisory vote on executive compensation was approved, with a majority of stockholders preferring an annual vote.
  • 5American Tower's Board of Directors has approved beginning the process to reorganize the company to qualify as a Real Estate Investment Trust (REIT) for tax purposes.
  • 6The company will hold an annual advisory vote on executive compensation going forward.
  • 7The REIT conversion is a significant strategic step that will impact the company's tax and potentially its dividend structure.

Frequently Asked Questions

The main outcomes include the re-election of all nine directors, ratification of Deloitte & Touche LLP as the auditor, approval of an amendment to the Certificate of Incorporation, and an advisory vote on executive compensation. Importantly, stockholders favored holding an advisory vote on executive compensation annually.

The most significant announcement is that American Tower's Board of Directors has approved initiating the process to reorganize the company to qualify as a Real Estate Investment Trust (REIT) for tax purposes. This is a major strategic shift for the company.

Becoming a REIT generally allows a company to avoid corporate income tax if it distributes a significant portion of its taxable income as dividends to shareholders. This could lead to a change in AMT's dividend policy and a different tax treatment for investors.

This filing states that the company is commencing the steps necessary for the reorganization. The exact timeline for completion is not provided in this 8-K, but it signifies the beginning of that process.