Crown Castle Reiterates Actions Underway to Enhance and Unlock Shareholder Value
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Insights
The recent developments at Crown Castle Inc. highlight the importance of corporate governance practices and the influence of shareholders on a company's strategic direction. The unanimous decision by the Board to reject the slate of directors nominated by Ted Miller, a former CEO, underscores the board's commitment to a specific vision and strategy. This move could signal to investors that the Board is confident in its current trajectory and is wary of potential disruptions that could be introduced by new board members lacking alignment with the current strategy.
In terms of corporate governance, the appointment of three new independent directors is a strong move towards ensuring that the Board has fresh perspectives and is not overly influenced by legacy issues or internal politics. This is crucial for the Board's effectiveness in providing oversight and strategic guidance, particularly during a period when the company is undergoing a CEO transition and a review of its fiber business. The inclusion of directors with relevant industry experience, such as Sunit Patel and Bradley Singer, may reassure investors about the company's commitment to robust governance and strategic expertise.
From a financial perspective, the actions of Crown Castle's Board appear to be a proactive approach to value creation for shareholders. The strategic and operating review of the fiber business, advised by leading financial institutions and industry consultants, indicates a thorough analysis to optimize this segment of the company. Such reviews often lead to restructuring, divestitures, or new investments, all of which can have significant implications for the company's financial performance and stock valuation.
Additionally, the ongoing CEO search, guided by an executive search firm, is critical for investors as leadership transitions can affect company policy and market confidence. The interim CEO appointment and the formation of a CEO search committee demonstrate a structured approach to leadership succession, which may mitigate investor concerns over potential instability. The financial implications of these decisions will be closely watched by shareholders and analysts, as they can influence the company's future earnings and growth trajectory.
From the market perspective, Crown Castle's focus on its fiber business review and the appointment of industry veterans to its Board could be interpreted as a strategic realignment to bolster its competitive position in the telecommunications infrastructure sector. The fiber business is a critical component of the evolving digital economy and Crown Castle's review process suggests a commitment to strengthening this segment. The market will be monitoring the outcomes of this review closely, as they could lead to new business opportunities or partnerships that may enhance Crown Castle's market share and revenue streams.
Moreover, the Board's decision to reject the slate of directors nominated by a significant former stakeholder might be seen as a defense against potential activist investor actions. This could have a stabilizing effect on the company's stock, as it may alleviate concerns about contentious boardroom battles or strategic pivots that deviate from the company's current plans. However, it may also lead to increased scrutiny from other investors who could be concerned about the Board's openness to alternative viewpoints and strategies.
Rejects Slate of Directors Nominated by Ted Miller for Election to Crown Castle’s Board
Company Remains Focused on CEO Search and Fiber Review
No Shareholder Action Required at This Time
HOUSTON, Feb. 20, 2024 (GLOBE NEWSWIRE) -- Crown Castle Inc. (NYSE: CCI) (“Crown Castle” or the “Company”) today confirmed that Boots Capital Management, LLC (“Boots Capital”), which is led by Ted Miller, has nominated four candidates to stand for election to Crown Castle’s Board of Directors (“Board”) at the Company’s 2024 Annual Meeting of Stockholders. Mr. Miller is a co-founder of Crown Castle and resigned as CEO and a Director of the Company in 2001 and 2002, respectively.
After careful consideration of Mr. Miller and his nominees, which included interviews by members of the Crown Castle Board, the Board unanimously determined not to recommend anyone from the Boots Capital slate for election at the Company’s upcoming Annual Meeting.
The Crown Castle Board and management team are confident in the actions the Company is taking to remain well positioned for long term success and shareholder value creation. In particular, during the last two months the Company has made significant strides forward toward creating a stronger and more valuable Crown Castle, including:
- Initiated a comprehensive strategic and operating review of the fiber business, the formation of a fiber review committee and the appointment of Paul, Weiss, Morgan Stanley, BofA Securities and leading industry consultants to advise on the fiber review process.
- Appointed three new independent directors, resulting in a total of seven of the twelve directors having been appointed to the Board since 2020. Crown Castle’s three recent board member additions include Sunit Patel, the former CFO of Level-3 and former EVP of T-Mobile, Jason Genrich, a shareholder representative from one of the Company’s largest investors, Elliott Investment Management L.P., and Bradley Singer, the former CFO of American Tower and former COO and an Investment Partner at ValueAct Capital.
- Appointed Tony Melone as interim CEO following the retirement of former CEO Jay Brown, and the formation of a CEO search committee, which has hired a leading executive search firm to help identify the next CEO of Crown Castle.
The Crown Castle Board and management team value constructive dialogue with shareholders and regularly engage with an open mind to better understand their perspectives on the Company’s strategy, performance and business objectives. Accordingly, members of the Board and management team have engaged in multiple discussions with Mr. Miller since late last year, including providing Mr. Miller as well as his director candidates and his advisors the opportunity to make a presentation to the Board. While we recognize Mr. Miller’s contributions to the formation of Crown Castle more than twenty years ago, Boots Capital’s nominees do not possess the relevant expertise and experience to successfully oversee Crown Castle’s strategy.
The Board will present its formal recommendation regarding election of directors to the Company’s Board in the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission and mailed to all shareholders eligible to vote at the 2024 Annual Meeting of Stockholders, which, as previously announced, has been scheduled for May 22, 2024. Shareholders are not required to take any action at this time.
Boots Capital issued a press release attaching a letter that its counsel sent to the Company’s counsel. A copy of the response that the Company delivered to Boots Capital's counsel can be found here: http://ml.globenewswire.com/Resource/Download/2c556d21-62b3-4e20-a4ed-bdaf688b1057.
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) statements and expectations regarding the process and outcomes of CEO Search Committee, including that it will conduct the search to identify Crown Castle’s next CEO, (3) that the actions set forth in this press release best position the Company for long term success, including our Board’s regular evaluation of all paths to enhance shareholder value, (4) that the Company will benefit from the experience and insights of the newly appointed directors, (5) that the Company will identify the best path forward to capitalize on significant opportunities for growth in our industry. 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, 2022 (“2022 Form 10-K”) 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.
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 intends to file a proxy statement and a WHITE proxy card with the U.S. Securities and Exchange Commission (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, THE ACCOMPANYING WHITE PROXY CARD, AND ANY AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the proxy statement, any amendments or supplements to the proxy statement, 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
For participant information, see the Company’s Schedule 14A filed with the SEC on February 14, 2024 and available here.
CONTACTS:
Dan Schlanger, CFO
Kris Hinson, VP & Treasurer
Crown Castle Inc.
713-570-3050
MEDIA:
Andy Brimmer / Adam Pollack
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
FAQ
Who nominated four candidates to stand for election to Crown Castle’s Board of Directors at the 2024 Annual Meeting of Stockholders?
Who resigned as CEO and a Director of Crown Castle in 2001 and 2002 respectively?
What significant strides has Crown Castle made recently?
Who are the three recent board member additions at Crown Castle?
When is the 2024 Annual Meeting of Stockholders scheduled for?
