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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 |
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| FORM 8-K |
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| Date of Report (Date of Earliest Event Reported): May 21, 2019 |
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| AMERICAN TOWER CORPORATION |
| (Exact Name of Registrant as Specified in Charter) |
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| Delaware | 001-14195 | 65-0723837 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 116 Huntington Avenue |
| Boston, Massachusetts 02116 |
| (Address of Principal Executive Offices) (Zip Code) |
| (617) 375-7500 |
| (Registrant's telephone number, including area code) |
| Not Applicable |
| (Former name or former address, if changed since last report) |
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | AMT | New York Stock Exchange |
| 1.375% Senior Notes due 2025 | AMT 25A | New York Stock Exchange |
| 1.950% Senior Notes due 2026 | AMT 26B | New York Stock Exchange |
| 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 ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of American Tower Corporation (the “Company”) was held on May 21, 2019 in Boston, Massachusetts. At the Annual Meeting, the Company's stockholders elected ten individuals to the Board of Directors (the “Board”), approved Proposals 2 and 3 and rejected Proposals 4 and 5. The proposals are described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2019.
The final results of the stockholder voting regarding each proposal were as follows:
1. Election of the following directors for the ensuing year or until their successors are elected and qualified.
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| Nominee | Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes |
| Raymond P. Dolan | 378,605,294 | 8,698,072 | 169,935 | 24,232,343 |
| Robert D. Hormats | 385,492,470 | 1,809,887 | 170,944 | 24,232,343 |
| Gustavo Lara Cantu | 381,560,794 | 5,739,454 | 173,053 | 24,232,343 |
| Grace D. Lieblein | 387,177,680 | 133,121 | 162,500 | 24,232,343 |
| Craig Macnab | 387,089,316 | 211,596 | 172,389 | 24,232,343 |
| JoAnn A. Reed | 381,105,302 | 5,747,598 | 620,401 | 24,232,343 |
| Pamela D.A. Reeve | 377,111,261 | 10,197,667 | 164,373 | 24,232,343 |
| David E. Sharbutt | 371,402,885 | 11,920,080 | 4,150,336 | 24,232,343 |
| James D. Taiclet | 375,100,428 | 10,190,258 | 2,182,615 | 24,232,343 |
| Samme L. Thompson | 381,545,226 | 5,755,639 | 172,436 | 24,232,343 |
2. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2019.
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| Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes |
| 401,294,278 | 10,209,123 | 202,243 | — |
3. Approval, on an advisory basis, of the Company’s executive compensation.
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| Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes |
| 377,641,519 | 8,993,087 | 838,695 | 24,232,343 |
4. Consideration of a stockholder proposal to adopt a policy requiring an independent Board Chairman.
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| Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes |
| 82,807,828 | 304,248,002 | 417,471 | 24,232,343 |
5. Consideration of a stockholder proposal to require periodic reports on political contributions and expenditures.
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| Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes |
| 134,986,754 | 251,282,593 | 1,203,954 | 24,232,343 |
Item 8.01 Other Events.
On May 22, 2019, the Company issued a press release (the “Press Release”) announcing that the Board declared a cash distribution of $0.92 per share of the Company’s common stock, payable on July 12, 2019 to such stockholders of record at the close of business on June 19, 2019.
A copy of the Press Release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
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| 99.1 | | |
SIGNATURE
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.
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| | AMERICAN TOWER CORPORATION |
| | (Registrant) |
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| Date: | May 22, 2019 | By: | /s/ Thomas A. Bartlett |
| | | Thomas A. Bartlett |
| | | Executive Vice President and Chief Financial Officer |
