UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 25, 2020
AMERICAN TOWER CORPORATION
(Exact Name of Registrant as Specified in Charter)
|
| | | | | |
| Delaware | | 001-14195 | | 65-0723837 | |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) | |
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.)
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))
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On February 25, 2020, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of American Tower Corporation (the “Company”) considered the compensation arrangements with the Company’s executive officers. The information in the table below sets forth the determinations of the Compensation Committee with respect to base salaries and cash bonus incentive targets for the year ending December 31, 2020 for the Company’s chief executive officer, chief financial officer and the three other most highly compensated executive officers who were serving as executive officers on December 31, 2019 (collectively, the “Current Named Executive Officers”).
|
| | | |
| Name and Title | 2020 Base Salary | 2020 Target Cash Bonus Potential (% of Base Salary / $) |
| | | | |
| James D. Taiclet, Chairman of the Board, President and Chief Executive Officer | $ | 1,100,000 | 150% / $1,650,000 |
| Thomas A. Bartlett, Executive Vice President and Chief Financial Officer | $ | 821,075 | 100% / $821,075 |
| Edmund DiSanto, Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | $ | 656,860 | 100% / $656,860 |
| Amit Sharma, Executive Vice President and President, Asia | $ | 658,829 | 100% / $658,829 |
| Steven O. Vondran, Executive Vice President and President, U.S. Tower Division | $ | 627,785 | 100% / $627,785 |
In determining annual cash bonus incentive payments for the Company’s Current Named Executive Officers at the end of the year, the Compensation Committee bases its decisions on a number of factors, including achievement of pre-established Company financial goals for each of the Current Named Executive Officers and additionally, pre-established individual goals and objectives based on the Company's strategy for the Company's chief executive officer. If the Company exceeds its goals or the chief executive officer exceeds his established goals, the annual cash bonus incentive could be subject to increase by the Compensation Committee, up to a maximum of 200% of the executive’s bonus target.
Additional information regarding compensation of the Current Named Executive Officers will be included in the Company’s 2020 Proxy Statement when filed with the Securities and Exchange Commission.
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.
|
| | | |
| | AMERICAN TOWER CORPORATION |
| | (Registrant) |
| | |
| Date: | March 2, 2020 | By: | /s/ Edmund DiSanto |
| | | Edmund DiSanto |
| | | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary |
