Crown Castle Inc. (NYSE: CCI) (“Crown Castle” or the “Company”)
today announced that it has posted an investor presentation in
connection with its 2024 Annual Meeting of Stockholders (the
“Annual Meeting”) scheduled for May 22, 2024. Shareholders of
record as of the close of business on March 28, 2024, are entitled
to vote at the Annual Meeting. The presentation is available at
VoteCrownCastle.com.
The Crown Castle Board of Directors issued the following
statement:
“The Crown Castle Board and
management team are taking decisive actions to drive sustainable
and robust shareholder value creation. We have appointed Steven
Moskowitz as our new CEO, who is a proven executive with extensive
expertise in the tower industry, and we made substantial progress
on a Board-led strategic and operating review of the Company's
fiber and small cell business. As a result of these strategic
steps, we are creating a stronger, more valuable Crown Castle.
“We are confident this is the right
Board to oversee Crown Castle and the execution of its strategy.
Our director nominees are highly qualified with valuable experience
to help Crown Castle maximize shareholder value. In addition, four
of our nominees, who bring leadership, financial, and tower
industry expertise, have been appointed in the past year,
reflecting Crown Castle’s proactive refreshment process.
“We believe Ted Miller’s top priority
is to regain control of Crown Castle and its Board – and his
continued self-serving antics are more likely to jeopardize the
clear progress underway than constructively contribute to it. Mr.
Miller has repeatedly demonstrated that he is not aligned with the
interests of all shareholders. In stark contrast, we are confident
our current Board is best positioned to deliver on our objectives
and enhance value for shareholders.”
Highlights of the presentation include:
- Crown Castle is taking comprehensive actions to
maximize shareholder value.
- The Board is successfully executing a clear plan of
transformative value-enhancing initiatives to maximize the value
present in the Company’s best-in-class assets and business
model.
- As part of these steps to reposition Crown Castle for greater
shareholder value creation, the Board has:
- Appointed tower industry veteran Steven Moskowitz as CEO,
following a robust search process.
- Made significant progress on its comprehensive strategic and
operating review of the fiber and small cell business, including
most recently engaging with multiple parties who have expressed
interest in a potential transaction.
- Strengthened the boardroom by adding seven of our 11 current
independent directors since 2020, all of whom have extensive
experience and skillsets relevant to overseeing the Company’s
strategy.
- With its new CEO and a clear plan underway to drive value,
Crown Castle is well positioned to further deliver for its
shareholders.
- Our refreshed, diverse and highly qualified Board of
Directors is the right steward to oversee the Company’s
strategy.
- The Board has placed an emphasis on continuing to bring to the
boardroom new perspectives and skills that will further its goal to
drive value.
- The eight new directors appointed since 2020 collectively bring
deep expertise across the telecom, towers, and fiber industries, as
well as meaningful experience as both C-Suite executives and
investment professionals – including a valuable shareholder
viewpoint.
- The current Crown Castle Board has an average tenure of 5.7
years and is 54% diverse in terms of gender and ethnicity,
underscoring the Board’s thoughtful approach to refreshment.
- In its work, the Board seeks to uphold high standards of
corporate governance and has consistently welcomed shareholder
perspectives and concerns. In the past year alone, the Company has
actively engaged with investors representing over 50% of total
shares outstanding.
- The Board has and will continue to implement actionable ideas
where feasible and advance the shared goal of enhanced value
creation.
- Mr. Miller’s demands jeopardize the significant
progress and value creation already underway at Crown
Castle.
- Mr. Miller appears set on installing himself on the Board as
Executive Chair, or Chair in some capacity, along with his
son-in-law and two of his friends. The Board believes that these
individuals, who were thoroughly interviewed and evaluated by Crown
Castle’s Nominating, Environmental, Social and Governance
Committee, do not possess any experience or skillsets that would be
additive to the Board, and instead would take the place of four of
the Company’s highly qualified current directors.
- Mr. Miller appears to be seeking control of Crown Castle, yet
every near term, critical action in Mr. Miller’s plan is already
under consideration by the Board. Mr. Miller has been away from the
tower business for over 22 years and is seeking to have himself,
his family and friends represent over one-third of the Board’s
independent directors (despite owning only 0.18% of the Company’s
shares).
- Under Mr. Miller’s leadership over two decades ago, Crown
Castle’s total shareholder return declined by 83% and the Company’s
stock price was approximately $1.00 per share on the date of the
announcement of his departure from the Board.
- At every turn of the Board’s engagement with Mr. Miller, he has
displayed what the Board believes are inconsistent and hostile
actions that demonstrate a clear lack of alignment with
shareholders and do not represent shareholders’ best
interests.
The Crown Castle Board of Directors is committed to acting in
the best interests of shareholders and unanimously recommends that
shareholders vote the WHITE proxy card or voting
instruction form “FOR” ONLY Crown Castle’s 12 highly qualified
directors standing for election at the Annual Meeting: P. Robert
Bartolo, Cindy Christy, Ari Q. Fitzgerald, Jason
Genrich, Andrea J. Goldsmith, Tammy K. Jones, Kevin
T. Kabat, Anthony J. Melone, Sunit S. Patel, Bradley
E. Singer, Kevin A. Stephens and Matthew Thornton,
III.
If you have any questions or require any assistance with voting
your shares, please call the Company’s proxy solicitor:
INNISFREE M&A
INCORPORATEDat(877) 717-3904
(toll-free from the United
States and Canada)or+1
(412) 232-3651 (from other locations).
AdvisorsMorgan Stanley is serving as financial
advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is
serving as legal counsel, to the Company.
ABOUT CROWN CASTLE
Crown Castle owns, operates and leases more than 40,000
cell towers and approximately 90,000 route miles of fiber
supporting small cells and fiber solutions across every major U.S.
market. This nationwide portfolio of communications infrastructure
connects cities and communities to essential data, technology and
wireless service – bringing information, ideas and innovations to
the people and businesses that need them. For more information
on Crown Castle, please visit www.crowncastle.com.
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains forward-looking statements for
purposes of the safe harbor provisions of The Private Securities
Litigation Reform Act of 1995. Statements that are not historical
facts are hereby identified as forward-looking statements. In
addition, words such as “estimate,” “anticipate,” “project,”
“plan,” “intend,” “believe,” “expect,” “likely,” “predicted,”
“positioned,” “continue,” “target,” “seek,” “focus” and any
variations of these words and similar expressions are intended to
identify forward-looking statements. Examples of forward-looking
statements include (1) statements and expectations regarding the
process and outcomes of Company’s Fiber Review Committee, including
that it will help enhance and unlock shareholder value, (2) that
the actions set forth in this press release best position the
Company for long term success, including our Board’s evaluation of
all paths to enhance shareholder value, (3) that the Company will
benefit from the experience and insights of the directors and the
new CEO, and (4) that the Company will identify the best path
forward to capitalize on significant opportunities for growth. Such
forward-looking statements should, therefore, be considered in
light of various risks, uncertainties and assumptions, including
prevailing market conditions, risk factors described in “Item 1A.
Risk Factors” of the Annual Report on Form 10-K for the fiscal year
ended December 31, 2023 and other factors. Should one or
more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those expected. Unless legally required, the
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Our filings with the SEC are available through
the SEC website at www.sec.gov or through our
investor relations website at investor.crowncastle.com. We use
our investor relations website to disclose information about us
that may be deemed to be material. We encourage investors, the
media and others interested in us to visit our investor relations
website from time to time to review up-to-date information or to
sign up for e-mail alerts to be notified when new or updated
information is posted on the site.
Important Stockholder Information
The Company filed a definitive proxy statement and
a WHITE proxy card on April 11, 2024, as
well as a proxy supplement and revised WHITE proxy
card on April 22, 2024, with the SEC in connection with its
solicitation of proxies for its 2024 Annual Meeting. THE COMPANY’S
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY
STATEMENT AND THE PROXY SUPPLEMENT, THE ACCOMPANYING REVISED
WHITE PROXY CARD, AND ANY AMENDMENTS AND
SUPPLEMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, AS THEY
CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the proxy
statement and the proxy supplement, any amendments or supplements
to these documents, and other documents as and when filed by the
Company with the SEC without charge from the SEC’s
website at www.sec.gov.
Participant Information
The Company, its directors, director nominees, certain of its
officers, and other employees are or will be “participants” (as
defined in Section 14(a) of the U.S. Securities Exchange
Act of 1934, as amended) in the solicitation of proxies from the
Company’s stockholders in connection with the matters to be
considered at the 2024 Annual Meeting. The identity, their direct
or indirect interests (by security holdings or otherwise), and
other information relating to the participants is available in the
Company’s definitive proxy statement on Schedule 14A filed with
the SEC on April 11, 2024, in the section entitled
“Beneficial Ownership of Common Stock” (on page 90) and Appendix C
(on page C-1). To the extent the holdings by the
“participants” in the solicitation reported in the Company’s
definitive proxy statement have changed, such changes have been or
will be reflected on “Statements of Change in Ownership” on Forms
3, 4 or 5 filed with the SEC (where applicable). All these
documents are or will be available free of charge at the SEC’s
website at www.sec.gov.
CONTACTS:
Dan Schlanger, CFOKris Hinson, VP & TreasurerCrown Castle
Inc.713-570-3050
MEDIA:
Andy Brimmer / Adam PollackJoele Frank, Wilkinson
Brimmer Katcher212-355-4449
Crown Castle (NYSE:CCI)
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