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(Address of Principal Executive Offices) (Zip Code)
(i617) i375-7500
(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):
i☐Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
i☐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
iCommon Stock, $0.01 par value
iAMT
iNew
York Stock Exchange
i1.375% Senior Notes due 2025
iAMT 25A
iNew York Stock Exchange
i1.950%
Senior Notes due 2026
iAMT 26B
iNew York Stock Exchange
i0.450% Senior Notes due 2027
iAMT
27C
iNew York Stock Exchange
i0.400% Senior Notes due 2027
iAMT 27D
iNew
York Stock Exchange
i4.125% Senior Notes due 2027
iAMT 27F
iNew York Stock Exchange
i0.500%
Senior Notes due 2028
iAMT 28A
iNew York Stock Exchange
i0.875% Senior Notes due 2029
iAMT
29B
iNew York Stock Exchange
i0.950% Senior Notes due 2030
iAMT 30C
iNew
York Stock Exchange
i4.625% Senior Notes due 2031
iAMT 31B
iNew York Stock Exchange
i1.000%
Senior Notes due 2032
iAMT 32
iNew York Stock Exchange
i1.250% Senior Notes due 2033
iAMT
33
iNew 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 i☐
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.
(c) On October 26, 2023, American Tower Corporation (the “Company”) announced that the Company’s Board of Directors (the “Board”) appointed Steven O. Vondran as President and Chief Executive Officer of the Company, effective February 1, 2024.
The Compensation Committee (the “Committee”) of the Board considered the compensation arrangements with Mr. Vondran in light of such promotion. Accordingly, on February 5, 2024, the Committee approved a new base
salary and cash bonus incentive target for the year ending December 31, 2024 for Mr. Vondran, effective as of February 1, 2024. The information in the table below sets forth the determinations of the Committee:
Name and Title
2024 Base Salary
2024 Target Cash Bonus Potential
(%
of Base Salary / $)
Steven O. Vondran, President and Chief Executive Officer
$
1,000,000
200% / $2,000,000
In determining annual cash bonus incentive payments at the end of the year, the Committee bases its decisions on a number of factors, including achievement of pre-established Company financial goals and individual goals and objectives. If the Company exceeds its financial goals or Mr. Vondran exceeds his individual goals, the annual cash bonus
incentive could be subject to increase by the Committee, up to a maximum of 200% of Mr. Vondran’s bonus target.
The Committee also approved an equity grant for Mr. Vondran, with an award value of $10 million pursuant to the Company’s 2007 Equity Incentive Plan, as amended. The award value for Mr. Vondran is allocated 70% to performance-based restricted stock units (“PSUs”) and 30% to restricted stock units (“RSUs”). Each PSU grant is based on a three-year performance period, with the performance goals set at the beginning of the performance period. Each RSU grant vests 1/3rd annually over three years, commencing one year from the date of grant. The number of shares subject to each of these awards will be determined using the closing price
of the Company’s common stock on March 11, 2024.
The Committee also determined that compensation for Thomas A. Bartlett, advisor to the Chief Executive Officer, will remain unchanged from the compensation approved for his previous role by the Committee on February 24, 2023. Mr. Bartlett will be eligible to earn a bonus for 2024, pro-rated for his length of service in 2024, and did not receive an equity grant for 2024.
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.
