Crown Castle Inc. (CCI) Earnings Call Transcript
May 14, 2020
Earnings Call Speaker Segments
Welcome to the Crown Castle International Corp. My name is Rafael, and I will be your operator. [Operator Instructions] I will now turn the call over to Lanny Martin. You may begin.
Good morning. I'm Lanny Martin, Chairman of the Board of Crown Castle International, and I will serve as Chair of today's meeting. The annual meeting will please come to order. It is now 1 p.m. Central Daylight Time, and the polls are open for voting by Crown Castle's validated stockholders on all proposals set forth in the proxy statement. On behalf of the directors, welcome to the 2020 Crown Castle Annual Meeting of Stockholders. I would like to introduce the other Board members who are with us today: Jay Brown, who also serves as our President and Chief Executive Officer, Rob Bartolo, Cindy Christy, Ari Fitzgerald, Bob Garrison, Andrea Goldsmith, Lee Hogan, Chap Hutcheson, Bob McKenzie, Tony Melone and Ben Moreland. In addition to Jay Brown, also joining us today is Dan Schlanger, Executive Vice President and Chief Financial Officer, along with other members of the executive management team. Steve Hafner, a representative of PricewaterhouseCoopers, Crown Castle's independent registered public accountants, is also present and will be available to answer appropriate questions during the question-and-answer portion of this meeting. At this time, I would like to ask Don Reid, Associate General Counsel and Corporate Secretary, please give us a report on the procedural matters of this meeting.
Thank you, Lanny. First, I'd like to note that forward-looking statements may be made during today's meeting, which statements are subject to certain risks, uncertainties and assumptions. Actual results may vary materially from those expected. Information about potential risk factors which could affect our results is available in the Risk Factors sections of Crown Castle's SEC filings. All statements are made as of today, May 14, 2020, and we assume no obligations to update them. Next, I'd like to call attention to the rules of conduct, which are in place to ensure a fair and orderly meeting. The rules of conduct are posted in the Meeting Materials section of the meeting website. Please note that this meeting is being recorded, however, participants are not authorized to use any recording device during the meeting. Broadridge Financial Solutions is acting as Crown Castle's independent Election Inspector today and is represented by Rhonda Carroll, who has taken an oath of office. Ms. Carroll will receive, examine and tabulate all proxies and ballots submitted and will certify the voting results. We have received an affidavit from Broadridge, certifying that commencing on March 30, 2020, notice of this meeting and related proxy materials were mailed to Crown Castle's stockholders of record as of the close of business on March 20, 2020, the record date for this meeting. We have also received a list of stockholders of record and the number of shares that each stockholder is entitled to vote as of the record date. The stockholder list is available for examination by any stockholder during the meeting. The Election Inspector has reported that more than 379 million shares of common stock are represented in person or by proxy at today's meeting. These shares represent over 90% of the common stock outstanding on the record date and entitled to vote at this meeting. At today's meeting, the stockholders are being asked to vote on the following proposals: first, the election of 12 directors for a term of 1 year, with the nominees being Robert Bartolo, Jay Brown, Cindy Christy, Arty Fitzgerald, Robert Garrison, Andrea Goldsmith, Lee Hogan, Edward Hutcheson, J. Landis Martin, Robert McKenzie, Anthony Melone and Benjamin Moreland. The second proposal is the ratification of the appointment of PricewaterhouseCoopers LLP as Crown Castle's independent registered public accountants for 2020. And the third proposal is a nonbinding advisory vote to approve the compensation of the company's named executive officers. You can find more information about these proposals in our proxy statement, which you can access along with our annual report in the Meeting Materials section of the meeting website as well as on the SEC's website.
Thank you, Don. Based on the secretary's report, I declare a quorum is present. Accordingly, the meeting is duly constituted, and I hereby present each of the proposals set forth in the proxy statement to the meeting for a vote. The Board has recommended a vote in favor of each of the director nominees and each of the other proposals presented. As I indicated earlier, polls are currently open for voting. If you have previously voted your shares, your vote has already been received and tabulated, and there is no need to vote again, unless you wish to revoke or change your vote. If you have not previously voted by proxy and now wish to vote, or now wish to change your earlier vote, you will need to log into the meeting website using your 16-digit control number and click on the Vote Here button located at the bottom right-hand portion of your screen. While the voting and tabulation takes place, I'd like to open the floor to any relevant questions from validated stockholders. You may submit your questions in the Ask a Question text box located at the bottom left-hand portion of your screen. With that, I would like to turn the meeting over to Jay Brown to address any questions.
Thanks, Lanny. Our first question comes, do you have any idea how the T-Mobile and Sprint merger will affect the company? As you all are aware, a couple of years ago, T-Mobile announced their intentions to merge with Sprint. That merger was closed here in the last several months, and it has been long awaited, and we're excited about the future for T-Mobile. We believe there will be -- continue to be a significant amount of investment that will be made by T-Mobile post the consolidation between those 2 companies. As they look to build out 5G, one of the things that they've been saying over the last couple of years as they've gone through the regulatory process is that the combination of the 2 companies will increase their free cash flow and enable them to invest heavily and significantly as they build out a 4G network as well as invest in a nationwide 5G network. The other outcome of the merger is the portion of the new spectrum and new assets that were transferred to DISH, which will be a new entrant in the market, and we're excited about the opportunity over the coming years that DISH represents as they look to build out their new network. And I believe based on our combined assets, both towers and fiber, we're in a terrific position to serve both the new T-Mobile as well as the new entrant, DISH as well as all of our existing customers as they move towards 5G. Lanny, the only other comment we've got on the -- from shareholders is a comment that comes from a couple of our long-term shareholders, who typically attend our annual meeting. They send along their wishes of health and safety to all of us. And so we certainly appreciate that and as well as appreciating their long-term support of Crown Castle and wish them all the best. And hopefully, we're back in person next year. So with that, Lanny, I'll turn it back over to you.
Thank you, Jay. I hereby declare the polls closed as of 1:09 p.m. Central Time, and I'd like to ask Don to give the report of the Election Inspector.
Thank you, Lanny. Based on the review of the preliminary results, the election inspector has informed me that: one, the 12 Director nominees named have been duly elected as directors; two, the appointment of PwC as Crown Castle's independent registered public accountants has been ratified; and three, the stockholders have approved on a nonbinding advisory basis compensation of the named executive officers. We will report the official voting results on a Form 8-K to be filed with the SEC within 4 business days from today's meeting. Now I'll turn the meeting back over to you, Lanny.
Thank you, Don. The minutes should reflect the outcome of the vote with respect to the items voted on by the stockholders at today's meeting. That concludes the business of today's meeting. Thank you all very much for being with us today. The meeting is adjourned.
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