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CROWN CASTLE INC. 8-K Report, Bylaw Amendment (May 26, 2011)

Filed May 26, 2011For Securities:CCI

Summary

This Form 8-K filing by Crown Castle International Corp. (CCI) from May 26, 2011, primarily reports on actions taken at the company's annual stockholder meeting held on May 24, 2011. The most significant event for investors is the stockholder approval of an amendment to the company's Certificate of Incorporation to permit majority voting for directors in uncontested elections. This change, along with a corresponding amendment to the company's bylaws, shifts the director election standard from a plurality vote to a majority vote (more 'for' than 'against' votes) in situations where there are no contested nominees. This governance enhancement aims to increase accountability of directors to shareholders. Additionally, the filing details the voting results for other key proposals. All incumbent Class I directors were elected, PricewaterhouseCoopers LLP was ratified as the independent auditor, and executive compensation was approved on an advisory basis. Shareholders also expressed a preference for an annual advisory vote on executive compensation, which the Board has agreed to implement. The adoption of majority voting for directors, alongside the other routine approvals, signals a move towards strengthened corporate governance practices.

Key Highlights

  • 1Stockholders approved an amendment to the Certificate of Incorporation to enable majority voting for directors in uncontested elections.
  • 2The company's bylaws were amended to reflect the shift to majority voting in uncontested director elections, while retaining plurality voting for contested elections.
  • 3The amendment to implement majority voting became effective on May 24, 2011, upon filing with the Delaware Secretary of State.
  • 4All four nominees for Class I directors were elected for three-year terms expiring in 2014.
  • 5PricewaterhouseCoopers LLP was ratified as the company's independent registered public accountants for fiscal year 2011.
  • 6Shareholders approved, on a non-binding advisory basis, the compensation of the company's named executive officers.
  • 7A majority of shareholders expressed a preference for an annual advisory vote on executive compensation, which the Board has accepted.

Frequently Asked Questions

The primary change is the adoption of majority voting for directors in uncontested elections. Previously, directors only needed a plurality (more votes than any other candidate). Now, in uncontested elections, a director nominee must receive more 'for' votes than 'against' votes to be elected.

No, the majority voting standard applies only to uncontested elections. If an election is contested (meaning more nominees than open board seats), the company will still use the plurality voting standard.

All four nominees for Class I directors received overwhelming support, with 'Votes For' significantly exceeding 'Votes Withheld' and 'Broker Non-Votes', well above the required majority threshold under the new rules for uncontested elections.

Following an advisory vote where shareholders expressed a preference for an annual vote, the Board of Directors has determined that the company will hold an advisory vote on executive compensation every year.