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Crown Castle logoCrown Castle CCI

The company entered into an amendment to the Cooperation Agreement with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International L.P. on March 3, 2024, December 19, 2023.

8-KEntry into a Material Definitive AgreementFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company entered into an amendment to the Cooperation Agreement with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International L.P. on March 3, 2024, December 19, 2023.

  2. Crown Castle said the Amendment removes limits on the size of the Board and of the Fiber Review Committee and the Chief Executive Officer Search Committee, and expressly provides that the Board may change the size of the Board or either committee.

  3. The company said that under the Amendment, Elliott will vote the common stock it and certain affiliates beneficially own at the 2024 Annual Meeting pro rata in line with the votes of other stockholders. There are certain exceptions.

  4. The company said that if the Board determines in good faith, after consulting counsel, that its fiduciary duties require it to change its recommendation on Jason Genrich or Sunit Patel, or both, it may do so, and it will then have no obligation to solicit proxies for any director it no longer recommends. In that case, Elliott may solicit proxies in favor of that director.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Crown Castle Amends Cooperation Agreement with Elliott

The company entered into an amendment to the Cooperation Agreement with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International L.P. on March 3, 2024, December 19, 2023.

Source · Based on the filing body and exhibits

Board and Committee Size Limits Removed

Crown Castle said the Amendment removes limits on the size of the Board and of the Fiber Review Committee and the Chief Executive Officer Search Committee, and expressly provides that the Board may change the size of the Board or either committee.

Source · Based on the filing body and exhibits

Elliott's Voting at 2024 Annual Meeting

The company said that under the Amendment, Elliott will vote the common stock it and certain affiliates beneficially own at the 2024 Annual Meeting pro rata in line with the votes of other stockholders. There are certain exceptions.

Source · Based on the filing body and exhibits

Conditions for Changing Specified Director Recommendations

The company said that if the Board determines in good faith, after consulting counsel, that its fiduciary duties require it to change its recommendation on Jason Genrich or Sunit Patel, or both, it may do so, and it will then have no obligation to solicit proxies for any director it no longer recommends. In that case, Elliott may solicit proxies in favor of that director.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.