Crown Castle Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CCI
Real Estate Investment Trusts
Real Estate
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 21, 2025
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ITEM 5.03—AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
As disclosed in Item 5.07 below, at the 2025 annual meeting of stockholders ("Annual Meeting") of Crown Castle Inc. ("Company"), the Company's stockholders approved the proposals to amend and restate the Company's Restated Certificate of Incorporation ("Charter") to eliminate (1) all supermajority voting requirements and (2) certain unnecessary or outdated provisions set forth therein (collectively, "Charter Amendments"). The Company's Board of Directors previously approved the Charter Amendments, subject to stockholder approval. The Charter Amendments became effective upon the filing of the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware on May 21, 2025. The foregoing is qualified in its entirety by reference to the Amended and Restated Certificate of Incorporation of the Company, 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 on May 21, 2025, the Company's stockholders (1) elected each of the nine 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 of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal year 2025, (3) approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2025 for the Annual Meeting, (4) approved an amendment and restatement of the Company's Charter to eliminate supermajority vote requirements, and (5) approved an amendment and restatement of the Company's Charter to eliminate unnecessary and outdated provisions. 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 | 363,028,343 | 10,100,248 | 156,509 | 17,797,421 | ||||||||||
| Jason Genrich | 371,934,019 | 1,160,802 | 190,279 | 17,797,421 | ||||||||||
| Andrea J. Goldsmith | 371,829,872 | 1,273,595 | 181,633 | 17,797,421 | ||||||||||
| Tammy K. Jones | 367,094,408 | 6,035,228 | 155,464 | 17,797,421 | ||||||||||
| Kevin T. Kabat | 361,163,278 | 11,901,057 | 220,765 | 17,797,421 | ||||||||||
| Anthony J. Melone | 363,002,068 | 10,123,936 | 159,096 | 17,797,421 | ||||||||||
| Katherine Motlagh | 372,130,399 | 997,126 | 157,575 | 17,797,421 | ||||||||||
| Kevin A. Stephens | 371,773,232 | 1,307,886 | 203,982 | 17,797,421 | ||||||||||
| Matthew Thornton, III | 363,653,138 | 9,451,930 | 180,032 | 17,797,421 | ||||||||||
2) The ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal year 2025:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 387,558,166 | 3,383,304 | 141,051 | 0 | ||||||||
3) The non-binding, advisory vote to approve the compensation of the Company's named executive officers:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 346,381,062 | 26,151,894 | 752,144 | 17,797,421 | ||||||||
4) An amendment and restatement of the Company's Charter to eliminate supermajority vote requirements:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 371,681,605 | 1,356,768 | 246,727 | 17,797,421 | ||||||||
5) An amendment and restatement of the Company's Charter to eliminate unnecessary and outdated provisions:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 372,656,670 | 451,582 | 176,848 | 17,797,421 | ||||||||
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. | Description | |||||||
| 3.1* | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
* Filed herewith.
SIGNATURES
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.
CROWN CASTLE INC. | ||||||||||||||
| By: | /s/ Edward B. Adams, Jr. | |||||||||||||
| Name: | Edward B. Adams, Jr. | |||||||||||||
| Title: | Executive Vice President and General Counsel | |||||||||||||
Date: May 21, 2025