UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 24, 2023 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 |
| 0.450% Senior Notes due 2027 | AMT 27C | New York Stock Exchange |
| 0.400% Senior Notes due 2027 | AMT 27D | New York Stock Exchange |
| 0.500% Senior Notes due 2028 | AMT 28A | New York Stock Exchange |
| 0.875% Senior Notes due 2029 | AMT 29B | New York Stock Exchange |
| 0.950% Senior Notes due 2030 | AMT 30C | New York Stock Exchange |
| 1.000% Senior Notes due 2032 | AMT 32 | New York Stock Exchange |
| 1.250% Senior Notes due 2033 | AMT 33 | 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 24, 2023, 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, 2023 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, 2022 (collectively, the “Current Named Executive Officers”). | | | | | | | | | | | |
| | | |
| Name and Title | | 2023 Base Salary | 2023 Target Cash Bonus Potential (% of Base Salary / $) |
| | | |
| Thomas A. Bartlett, President and Chief Executive Officer | $ | 1,100,000 | 200% / $2,200,000 |
| Rodney M. Smith, Executive Vice President, Chief Financial Officer and Treasurer | $ | 640,000 | 125% / $800,000 |
| Edmund DiSanto, Executive Vice President, Special Advisor and Counsel to the Chief Executive Officer (1) | $ | 669,997 | 0% / $0 |
| Olivier Puech, Executive Vice President and President, Latin America and EMEA | $ | 640,341 | 125% / $800,426 |
| Steven O. Vondran, Executive Vice President and President, U.S. Tower Division | $ | 640,341 | 125% / $800,426 |
_______________ (1) As previously announced, Mr. DiSanto stepped down from his position as Executive Vice President, Chief Administrative Officer, General Counsel and Secretary, effective January 1, 2023. Amounts shown above reflect Mr. DiSanto's current role as Executive Vice President, Special Advisor and Counsel to the Chief Executive Officer.
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 and individual goals and objectives for each of the Current Named Executive Officers. If the Company exceeds its goals or the executive 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 2023 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, 2023 | By: | /s/ Ruth T. Dowling |
| | Ruth T. Dowling |
| | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary |
