Form 8-K AMERICAN TOWER CORP /MA/ For: May 20
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): May 20, 2026
AMERICAN TOWER CORPORATION
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| | ||||||||
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 May 20, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of American Tower Corporation (the “Company”), the stockholders of the Company approved the American Tower Corporation 2026 Equity Incentive Plan (the “2026 Equity Plan”), which became effective as of such date. The Board of Directors (the “Board”) of the Company previously adopted the 2026 Equity Plan on March 5, 2026, subject to stockholder approval.
Under the 2026 Equity Plan, the Company may grant equity and equity-based awards, including options (including nonqualified stock options and incentive stock options), restricted stock, restricted stock units and other equity-based awards and cash awards, to employees, directors, consultants and advisors of the Company and its majority-owned subsidiaries. The 2026 Equity Plan will be administered by the Compensation and Human Capital Committee of the Board. Subject to adjustment as described therein, the 2026 Equity Plan authorizes the issuance of (i) 12,000,000 new shares of the Company’s common stock, (ii) up to 1,778,230 additional shares of the Company’s common stock if awards under the Company’s 2007 Equity Incentive Plan, as amended, (the “Prior Plan”) expire or otherwise terminate without having been exercised in full, or are forfeited due to failure to vest on or after May 20, 2026 and (iii) a number of shares of the Company’s common stock equal to the number of shares which remain available for issuance under the Prior Plan as of May 20, 2026.
The foregoing summary of the 2026 Equity Plan is qualified in its entirety by reference to the detailed summary of the 2026 Equity Plan set forth in the section titled “Proposal 4: Approval of American Tower Corporation 2026 Equity Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2026 (the “Proxy Statement”), which summary is incorporated herein by reference, and to the full text of the 2026 Equity Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Additionally, the Company adopted forms of award agreement (the “Award Agreements”) for grants of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) pursuant to the 2026 Equity Plan. Copies of the Award Agreements for the RSUs and the PSUs are filed herewith as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held virtually on May 20, 2026. At the Annual Meeting, the Company's stockholders elected eleven individuals to the Board and approved Proposals 2, 3 and 4. The proposals are described in more detail in the Company’s Proxy Statement.
The final results of the stockholder voting regarding each proposal were as follows:
1. Election of the following directors for the ensuing year and until his or her successor is elected and qualified.
| Nominee | Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||
| Steven O. Vondran | 402,194,387 | 906,744 | 663,162 | 22,957,998 | ||||||||||
| Kelly C. Chambliss | 400,281,459 | 2,821,988 | 660,846 | 22,957,998 | ||||||||||
| Teresa H. Clarke | 396,243,977 | 6,863,820 | 656,496 | 22,957,998 | ||||||||||
| Kenneth R. Frank | 382,538,289 | 19,806,788 | 1,419,216 | 22,957,998 | ||||||||||
| Rajesh Kalathur | 402,113,964 | 986,315 | 664,014 | 22,957,998 | ||||||||||
| Grace D. Lieblein | 391,274,170 | 11,830,476 | 659,647 | 22,957,998 | ||||||||||
| Craig Macnab | 398,528,374 | 4,569,694 | 666,225 | 22,957,998 | ||||||||||
| Neville R. Ray | 400,881,558 | 2,216,617 | 666,118 | 22,957,998 | ||||||||||
| Pamela D. A. Reeve | 382,100,785 | 20,502,822 | 1,160,686 | 22,957,998 | ||||||||||
| Eugene F. Reilly | 391,036,438 | 12,063,235 | 664,620 | 22,957,998 | ||||||||||
| Bruce L. Tanner | 399,958,316 | 3,139,503 | 666,474 | 22,957,998 | ||||||||||
2. Approval, on an advisory basis, of the Company’s executive compensation.
| Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 377,995,948 | 24,171,637 | 1,596,708 | 22,957,998 | ||||||||
3. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
| Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 394,729,619 | 31,840,527 | 152,145 | — | ||||||||
4. Approval of the American Tower Corporation 2026 Equity Incentive Plan.
| Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 386,841,279 | 15,883,799 | 1,039,215 | 22,957,998 | ||||||||
Item 8.01 Other Events.
On May 21, 2026, the Company issued a press release (the “Press Release”) announcing that the Board declared a cash distribution of $1.79 per share on shares of the Company’s common stock, payable on July 13, 2026 to the stockholders of record at the close of business on June 12, 2026.
A copy of the Press Release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 10.5 | ||||||||
| 10.6 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: | May 21, 2026 | By: | /s/ Rodney M. Smith | ||||||||
| Rodney M. Smith | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||
ATTACHMENTS / EXHIBITS
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