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): December 6, 2023
Crown Castle Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-16441 | 76-0470458 | |||||||||||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
8020 Katy Freeway, Houston, Texas 77024-1908
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 570-3000
(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):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||
☐ | 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 | ||||||
Common Stock, $0.01 par value | CCI | New 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.03—AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On August 3, 2021, after receiving the advice of outside counsel, the board of directors ("Board") of Crown Castle Inc. ("Company") adopted the Amended and Restated By-laws (as amended and restated from time to time, "By-laws"), which included certain changes relating to stockholder proposals and stockholder nominations of candidates for the Board.
On December 6, 2023, the Board amended and restated its By-laws (as amended and restated, "2023 By-laws"), effective immediately, removing the Acting in Concert provisions in the By-laws that required that stockholders seeking to submit proposals or to nominate director candidates provide the Company with information which could be difficult for such stockholders to obtain.
The Board did not intend to interfere with the ability of stockholders to make proposals or to nominate candidates to the Board. Recently, however, Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (together, "Elliott") pointed out that portions of the By-laws could have that effect under certain circumstances. The 2023 By-laws address those concerns. The Board will in good faith evaluate and consider any other concerns of shareholders relating to their ability to nominate candidates to the Board.
The foregoing summary of the 2023 By-laws is qualified in its entirety by reference to the text of the 2023 By-laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Index
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: December 7, 2023