Crown Castle (CCI) shareholders elect company's entire slate of nominees to board
Key Summary: On Feb 20, 2024, Ted Miller, Crown Castle co-founder, suggested the company to sell its fiber assets for up to $15B and sought a new CEO after Jay Brown's departure. Also he nominated four candidates to the Board.On May 22, 2024, the company announced that shareholders elected entire slate of 12 nominees to the Board at the 2024 AGM. Market Cap: $43 billion | 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.
On February 20, 2024, Ted Miller, co-founder of Crown Castle (CCI.N), and President of Boots Capital Management, stated that the company could sell its fiber assets for up to $15 billion if he and his partners joined its board. He estimated that his plan supports 2026 Ebitda that takes Crown Castle shares to $150 to $160. Miller believed they were best positioned to find buyers and help Crown Castle upgrade its tower assets. He had nominated himself as executive chairman and adding three partners to the board. Miller had asserted that Crown Castle could benefit from his expertise in selling the fiber business, reducing debt, and improving operational efficiency. He criticized Crown Castle's leadership and its pact with Elliott Investment Management, urging for shareholder voting on the agreement. Crown Castle was currently seeking a new CEO after the departure of Jay Brown. Source
On February 28, 2024, Ted Miller, representing Boots Capital Management, LLC, and other stakeholders, released a press statement contesting the company's cooperation agreement with Elliott Investment Management, L.P. Miller filed a lawsuit alleging the agreement, which appointed two Elliott-affiliated directors to the board without requiring Elliott to maintain equity, undermined shareholder interests. Miller urged for a shareholder vote to nullify the agreement, citing concerns over governance and shareholder disenfranchisement. Additionally, Miller had nominated a slate of experienced director candidates and presented plans to optimize the company's assets and operations, including facilitating a sale of its fiber assets.
On March 4, 2024, Boots Capital Management, LLC criticized the company's revised cooperation agreement with Elliott Management, alleging Board misconduct. They claim the agreement doesn't address past issues and demand new independent directors to restore shareholder value.
On March 7, 2024, Boots Capital Management, LLC issued a presentation relating to the company
On March 13, 2024, Boots Capital Management, LLC issued an open letter urging immediate action to restore leadership and enhance shareholder value. Miller proposed a detailed plan including the sale of the fiber business to refocus Crown Castle as a premier tower company. He emphasized the need for experienced tower professionals on the board and highlighted concerns about the current board's lack of operational expertise. Additionally, Miller stressed the importance of maintaining a sustainable dividend and restoring operational excellence to drive long-term success.
On March 28, 2024, Boots Capital Management filed proxy materials nominating four directors to address governance concerns. They criticized the Board for failures in CEO succession planning, dealings with Elliott Management, and lack of transparency. They aims to restore shareholder value by focusing on core assets and implementing a new strategy. Source
On April 10, 2024, Boots Capital Management filed proxy materials urging shareholders to vote for their nominees to restore confidence and steer Crown Castle towards excellence. Source
On April 16, 2024, the Delaware Court of Chancery granted expedited discovery to Boots Capital Management who accused the board of improperly increasing its seats during a proxy contest. A preliminary injunction hearing is set for early May. Boots Capital criticized the board for not reducing the number after appointing a new CEO, which ignored prior court directives. Source
On April 19, 2024, Boots Capital Management filed proxy materials urging shareholders to vote for their nominees.
On April 22, 2024, Boots Capital Management addressed fellow shareholders expressing dissatisfaction with the company's performance under the current Board. They highlighted a significant decline in shareholder value over the past decade, contrasting Crown Castle's performance unfavorably with its competitors. Boots Capital proposed a detailed plan to turn around Crown Castle, including accelerating the sale of the fiber business, rebooting the company as a pure-play tower business, and revamping leadership. Also, Boots Capital launched its website www.RebootCrownCastle.com Source
On May 1, 2024, representatives of Boots Capital gave a presentation to representatives of ISS regarding Crown Castle.
On May 6, 2024, Boots Capital filed supplemental slides in response to the Investor Presentation filed by the Corporation on May 3, 2024.
On May 14, 2024, Boots Capital Management, LLC announced that Glass Lewis & Co. recommended Crown Castle shareholders to vote for Boots Capital nominees Ted B. Miller and Charles C. Green over the incumbent directors Cindy Christy and Ari Fitzgerald. Boots Capital urges shareholders to vote for their nominees and withhold votes for all Crown Castle nominees. Source
On May 22, 2024, the company announced that shareholders elected entire slate of 12 nominees to the Board at the 2024 AGM. Source