ITEM 1.01-ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
As disclosed in Item 5.07 below, onMay 19, 2022 ("2022 LTIP Effective Date"), at the 2022 annual meeting of stockholders ("Annual Meeting") ofCrown Castle International Corp. ("Company"), the Company's stockholders approved the Company's 2022 Long-Term Incentive Plan ("2022 LTIP"). A description of the material terms of the 2022 LTIP, as well as a copy of the 2022 LTIP, were included in the Company's Definitive Proxy Statement on Schedule 14A filed with theSecurities and Exchange Commission onApril 4, 2022 ("Proxy Statement"). The foregoing is qualified in its entirety by reference to the 2022 LTIP previously filed by the Company as Appendix A to the Proxy Statement, which is incorporated herein by reference.
A form of the Restricted Stock Unit Agreement to be used in connection with
certain awards under the 2022 LTIP, effective
In addition, as previously disclosed, upon the approval of the 2022 LTIP by the stockholders at the Annual Meeting, the Company amended its 2013 Long-Term Incentive Plan, as amended ("2013 LTIP"), effectiveMay 19, 2022 , to provide that no further awards will be granted under the 2013 LTIP on or after the 2022 LTIP Effective Date ("2013 LTIP Amendment"). The foregoing is qualified in its entirety by reference to the 2013 LTIP Amendment, which is filed herewith as Exhibit 10.3 and incorporated herein by reference.
ITEM 5.02-DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) The information in Item 1.01 above is incorporated herein by reference.
ITEM 5.03-AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
As disclosed in Item 5.07 below, at the Annual Meeting, the Company's stockholders approved an amendment to Article IV of the Company's Restated Certificate of Incorporation ("Charter") to increase the number of authorized shares of the Company's common stock, par value$0.01 ("Common Stock"), from 600,000,000 to 1,200,000,000. The Charter amendment became effective upon the filing of the Certificate of Amendment of the Charter with the Secretary of State of theState of Delaware onMay 20, 2022 . The foregoing is qualified in its entirety by reference to the Certificate of Amendment of the Charter, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
ITEM 5.07-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting held onMay 19, 2022 , the Company's stockholders (1) elected each of the ten nominees for director, to serve until the Company's next Annual Meeting and until their respective successors are duly elected and qualified, (2) ratified the appointment ofPricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal year 2022, (3) approved the 2022 LTIP, (4) approved an amendment to the Charter to increase the number of authorized shares of Common Stock and (5) approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as described in the Company's Proxy Statement for the Annual Meeting. The final voting results for each proposal submitted to a vote are set forth below:
1) Election of Directors:
Name Votes For Votes Against Abstentions Broker Non-Votes P. Robert Bartolo 368,268,236 3,654,313 211,797 19,773,970 Jay A. Brown 370,097,578 1,864,586 172,182 19,773,970 Cindy Christy 358,852,411 13,088,480 193,455 19,773,970 Ari Q. Fitzgerald 357,140,907 14,780,679 212,760 19,773,970 Andrea J. Goldsmith 366,355,659 5,592,335 186,352 19,773,970 Tammy K. Jones 345,889,368 26,052,375 192,603 19,773,970 Anthony J. Melone 361,260,857 10,082,420 791,069 19,773,970 W. Benjamin Moreland 369,336,282 2,623,667 174,397 19,773,970 Kevin A. Stephens 370,980,930 947,834 205,582 19,773,970 Matthew Thornton, III 370,905,576 1,020,008 208,762 19,773,970
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2) The ratification of appointment of
Votes For Votes Against Abstentions Broker Non-Votes 388,237,045 2,946,152 725,119 0
3) A proposal to approve the 2022 LTIP:
Votes For Votes Against Abstentions Broker Non-Votes 360,695,707 11,210,362 228,277 19,773,970 4) An amendment to the Charter to increase the number of authorized shares of Common Stock: Votes For Votes Against Abstentions Broker Non-Votes 376,970,373 14,700,812 237,131 0 5) The non-binding, advisory vote to approve the compensation of the Company's named executive officers: Votes For Votes Against Abstentions Broker Non-Votes 358,130,677 13,365,409 638,260 19,773,970
ITEM 9.01-FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits Exhibit Index Exhibit No. Description 3.1* Certificate of Amendment of Restated Certificate
of Incorporation of Crown
Castle International Corp. , effectiveMay 20, 2022 Crown Castle International Corp. 2022 Long-Term Incentive Plan (incorporated 10.1 by reference to Appendix A to the Company's
Definitive Proxy Statement on
Schedule 14A filed onApril 4, 2022 ) 10.2* Form of Restricted Stock Unit Agreement (effectiveMay 19, 2022 ) 10.3* Amendment toCrown Castle International Corp.
2013 Long-Term Incentive Plan,
as amended 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document * Filed herewith.
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