...Welcome to the 2024 Annual Meeting of Stockholders of American Tower Corporation. Please note that no one is permitted to use any recording device to record the meeting without company's consent. Thank you for your cooperation. I will now turn the call over to American Tower's Chairperson of the Board, Pamela Reeve.
Good morning, ladies and gentlemen. I'm Pamela Reeve, Chairperson of the Board of American Tower. Welcome to our 2024 Annual Meeting of Stockholders. It is 11.00 A.M. Eastern Time, and I hereby call the meeting to order. I will serve as the Chair of today's meeting. Our agenda for today and the rules of conduct for the meeting can be found on our web portal. In addition to our board members, individuals from American Tower who have joined the meeting today include Steven Vondran, our President and Chief Executive Officer, Ruth Dowling, our Executive Vice President, Chief Administrative Officer, and General Counsel, who will serve as Secretary for this meeting. Marina Breed, Vice President, Corporate Legal, who will serve as Inspector of Elections for this meeting and Q&A facilitator to field the questions and comments submitted by stockholders. Ms. Breed has taken the oath of Inspector of Elections.
Finally, Jerry Powderly and Marcus Vadopoulos of Deloitte & Touche, our independent registered public accounting firm, who will be available to answer any questions during the Q&A portion of our meeting. This meeting will pertain to the formal business covered by the proxy statement that has been filed with the SEC and made available to all our stockholders. I will ask Ruth, as Secretary of the meeting, to lead us through the meeting. As is our custom, we will conduct the business portion of the meeting first and answer any questions at the end during the Q&A portion. The polls are currently open to vote on the five proposals before this meeting that Ruth will further elaborate on once I turn the meeting over to her.
I would like to point out that most of you have probably already cast your votes by filling out a proxy card and returning it, or by voting online or by telephone. Stockholders who have sent in proxies or voted online or by telephone prior to the meeting and do not want to change their vote do not need to take any further action. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal until the polls close. If you have a question or a comment that you would like addressed during the Q&A portion, please submit it in the designated field on the web portal as soon as possible. We ask that you please include your name and organization, if applicable, along with your question.
If your question relates to a proposal, please submit it prior to the discussion of the proposal to permit time to discuss it. Only stockholders may ask questions, and out of consideration for others, we ask that you please limit yourself to three questions. If we are unable to respond to your question during the meeting, the company will respond to you in the next few days. For more information about American Tower, including our latest earnings presentation, please visit the Investor Relations section of our website. We will now proceed to the formal business of the meeting, and accordingly, I would now like to turn the meeting over to Ruth.
Thank you, Pam. This meeting is held pursuant to a printed notice dated April 10th, 2024, that was distributed on or about that date to our stockholders of record as of March 25th, 2024.
The stockholder list is available for your review on the web portal. I have affidavits certifying that proper notice was served to each of these stockholders. A quorum for this meeting means that at least half of the total votes, represented by the shares outstanding as of the record date, are present on the call or by proxy. Ms. Marina Breed, our Inspector of Elections, presented her preliminary report indicating the presence of a quorum. That being so, I hereby declare a quorum present for this meeting. The matters to be considered at this meeting will be in the order set out in the proxy statement. The meeting was called to vote on five proposals. There are three management proposals and two stockholder proposals. After voting is completed for all matters on the agenda, the votes for each proposal will be tallied and confirmed.
Proposal Number One: The first proposal is to elect each of the 11 directors for the ensuing year and until his or her successor is elected and qualified. They are Steven Vondran, our current President and Chief Executive Officer, Kelly Chambliss, who is the current Senior Vice President of IBM Consulting and serves on our Compensation Committee. Teresa Clarke, who is the current Chair of Africa.com, LLC, and serves on our Audit Committee. Kenneth Frank, who is a current partner at Banneker Partners and serves on our Audit Committee and our Nominating and Corporate Governance Committee. Bob Hormats, who is a former Managing Director at Tiedemann Advisors and serves as the Chair of our Nominating and Corporate Governance Committee. Grace Lieblein, who is the former Vice President of Global Quality for General Motors and serves on our Compensation Committee.
Craig MacNab, who is the former CEO and Chairman of National Retail Properties and serves as the Chair of our Compensation Committee. Neville Ray, who is the former President of Technology of T-Mobile. JoAnn Reed, who is a healthcare consultant and the former SVP Finance and CFO of Medco Health Solutions. She serves as the Chair of our Audit Committee. Pamela Reeve, who is the former President and CEO of Lightbridge. She serves as the independent Chairperson of our board and serves on our Nominating and Corporate Governance Committee. And Bruce Tanner, who is the former Executive Vice President and CFO of Lockheed Martin Corporation and serves on our Audit Committee. Additional information about each of our director nominees is available in the proxy statement. The board of directors recommends that you vote for each of the director nominees.
I'll now pause to address any questions or comments regarding this proposal. Marina, are there any questions or comments?
There are no questions or comments received for this proposal.
There being no further questions or comments, please submit your vote on Proposal One on the web portal if you've not already done so. Let's now proceed to the Second Proposal, which is to ratify the selection of our current independent registered public accounting firm, Deloitte & Touche LLP, to serve in that capacity for 2024. The Board of Directors recommends that you vote for the ratification of Deloitte & Touche LLP as our current independent registered public accounting firm. I will now pause to address any questions or comments. Marina, are there any?
There are no questions or comments received for this proposal.
There being no further questions or comments, please submit your vote for Proposal Two on the web portal if you've not already done so. I will now move to Proposal Three, which is to approve, on an advisory non-binding basis, our executive compensation. The Board of Directors recommends that you vote for the executive compensation on an advisory non-binding basis. Marina, are there any questions on this proposal?
There are no questions or comments received for this proposal.
There being no further questions or comments, please submit your vote for proposal Three on the web portal if you've not already done so. Proposal Number Four is a stockholder proposal. The proposal has been submitted by Mr. John Cheveden. The board of directors recommends that you vote against this proposal. Mr. Cheveden has notified us that his speaker in favor of this proposal will be Cam Franklin. Ms. Franklin, you will have two minutes to make your statement. As stated in our rules of conduct, we ask that you restrict your comments to the proposal being presented. Should you wish to raise any other matter, please do so by submitting your question or comment in the designated field on the web portal, and we will address your question or comment during the Q&A portion of this meeting.
We request the operator to please now open the line for Ms. Franklin to introduce the proposal.
Ms. Franklin, your line is now open.
Good morning. Good morning, can you hear me okay?
Yes.
Can you hear me okay? Okay. Proposal for special shareholder meeting improvement, sponsored by John Cheveden. Shareholders ask the board of directors to take the steps necessary to amend the company governing documents to give the owners of a combined 15% of the outstanding common stock, the power to call a special shareholder meeting. A 15% stock ownership threshold to call a special meeting would bring American Tower generally in line with more than 100 companies that provide for 25% of shares to be able to call for a special shareholder meeting. More than 100 companies do not attach strings to their 25% threshold. However, AMT attached a big string to its current threshold by excluding all shares that are not held for a full continuous year.
Thus, to make up for the exclusion of all shares held for less than a full continuous year, the new threshold at AMT should reasonably be set at 15%. American Tower falsely claims that American Tower matches its peers, but failed to show that its peers overwhelmingly have the draconian American Tower rule, that all AMT shares owned for less than a full continuous year are treated as non-shareholders when it comes to calling for a special shareholder meeting. Since a special shareholder meeting can be useful in replacing a director, this proposal may be an incentive for the AMT directors to improve their performance and in turn, improve shareholder value.
Calling a special shareholder meeting is hardly ever used by shareholders, but the main point of the right to call a special shareholder meeting is that it gives shareholders a plan B option, if management is not interested in good faith shareholder engagement. Management could elect to genuinely engage with shareholders as an alternative to conducting a special shareholder meeting. With the widespread use of online shareholder meetings, it is much easier for management to conduct a special shareholder meeting, and the bylaws thus need to be updated accordingly. Please vote yes, special shareholder meeting improvement, Proposal Number Four.
Okay, Ms. Franklin's line is now closed.
Thank you, Ms. Franklin, for your explanation of the proposal. Included in the proxy statement, beginning on page 87, is a complete explanation of the board's reasoning for opposing this stockholder proposal, including the fact that it has been rejected previously by our shareholders on three occasions. I'll now pause to address any questions or comments regarding this proposal. Marina, are there any questions or comments?
There are no questions or comments received for this proposal.
There being no further questions or comments, please submit your vote for Proposal Four on the web portal if you've not already done so. Proposal Five is also a stockholder proposal. The proposal has been submitted by Arjuna Capital on behalf of Carolyn Malcolm. The Board of Directors recommends that you vote against this proposal. We understand that Arjuna Capital has selected Julia Cederholm as its representative to speak for up to two minutes in support of this proposal. As stated in our rules, Ms. Cederholm, we ask you to restrict your comments to the proposal being presented. Should you wish to raise any other matter, please do so by submitting your question or comment in the designated field on the web portal, and we'll address your question or comment during the Q&A portion of this meeting.
We request the operator to please now open the line for Julia Cederholm to introduce the proposal.
... Good morning. My name is Julia Cederholm from investment firm Arjuna Capital. I move Proposal Five, asking for disclosure of racial and gender pay gaps on a median and adjusted basis as a means to narrow gaps and improve opportunity, diversity, and performance. American Tower has not committed to disclosing either adjusted or median pay gaps. Adjusted pay gaps measure whether women and minorities are paid similarly to direct peers, while median pay gaps measure the pay equity of women and minorities across an entire company. Companies that provide fair pay and opportunity gain a competitive advantage in two critical areas: recruiting and retaining top talent and improving leadership diversity. Offering a path to advancement for minorities and women is regularly cited as a key factor in attracting and retaining talent.
A recent survey showed 83% of Gen Z employees consider a company's commitment to diversity and equity when considering where to work, and 70% would consider switching jobs for greater pay transparency. Additionally, a skilled and diverse workforce leads to an increase in leadership diversity. This, in turn, is correlated with multiple performance benefits, from better risk management to higher profit margins. Research shows how effective pay gap disclosures are in improving pay equity and job opportunity for minorities and women. Several countries, including the U.K., Ireland, and soon the E.U., mandate companies to publicly disclose median pay gaps because they know it compels companies to narrow identified gaps. Currently, about 50% of the largest 100 U.S. companies have committed to disclosing adjusted pay gaps, and 17% have committed to disclosing median pay gaps.
These companies are using this data to measure meaningful progress over time. We would like to see American Tower do the same. Thank you.
Thank you, Ms. Cederholm, for your explanation of the proposal. Included in the proxy statement, beginning on page 90, is a complete explanation of the board's reasoning for opposing this stockholder proposal. I'll now pause to address any questions or comments regarding this proposal. Marina, are there any questions or comments?
There are no questions or comments received for this proposal.
There being no further questions or comments, please submit your vote for Proposal Five on the web portal if you've not already done so. I'll now pause for a few moments to provide time to submit any final votes or changes to votes for any of the proposals. If you wish to submit or change a vote, please do so now. This concludes the voting for the proposals. I hereby declare the polls closed, as all matters before the meeting have now been voted upon. We will now turn to voting of proxies. Ms. Marina Breed, the Inspector of Elections, has provided me with a preliminary count of the proxies submitted, and the following is a report of the results.
As a duly appointed proxy of the stockholders submitting votes by proxy, I hereby vote the shares as follows: Proposal One, with respect to the election of directors, a majority of the votes submitted have been cast for the election of each director nominated. Proposal Two, with respect to the ratification of Deloitte & Touche LLP, a majority of the votes submitted have been cast for this proposal. Proposal Three, with respect to the approval of executive compensation on an advisory basis, a majority of the votes submitted have been cast for this proposal. Proposal Four... With respect to Proposal Four, which is a stockholder proposal, a majority of the votes submitted have been cast against this proposal. With respect to Proposal Five, which is a stockholder proposal, a majority of the votes submitted have been cast against this proposal.
Having received such votes duly voted by proxy from the Inspector of Elections, subject to the final tabulation, I hereby declare that Proposals One, Two, and Three have been duly approved and Proposals Four and Five have been rejected. The final results of the votes submitted will be available in a Form 8-K filed by the company within four business days of this meeting. There being no other business, the formal portion of our 2024 Annual Meeting is now concluded. I hereby declare that this meeting is officially adjourned.
Thank you, Ruth. We would now like to open the meeting for stockholder questions. We will take stockholder questions that have been entered on the web portal. So if you have not entered your question in the field designated for questions on the web portal, please do so now.
Please note we will attempt to answer questions as our time allows, provided the questions comply with the rules of conduct. Marina, are there any questions at this time?
Yes, we have a question from a stockholder. The question is: The company has in place a director resignation governance policy that provides the board post-election discretion to determine whether to accept or reject the resignation of an incumbent director who fails to be reelected. Does the policy undermine the voting rights of shareholders by allowing the board to have the final say on the unelected director's status?
Thank you very much for the question and for reading our governance so closely. This is a standard governance provision that is not at all intended to usurp our shareholder votes. Rather, you'll see in other portions of our governance documents that we have a threshold number of required directors, and we need to have that required number of directors at all times. So if we had directors, in the unlikely event, who did not receive shareholder approval, this provision allows us a period of time to keep those directors in place, refuse their resignations until we can fill their spots, with qualified new directors that we would fill as a result of a search. So we would take the shareholder vote very seriously, and this is a purely governance provision that allows us to keep the number of directors within our governance limits.
Thank you, Ruth. There are no other questions.
Our program for the day has concluded. To the extent we were unable to respond to any questions or comments, if you have further questions or comments, please reach out to our Head of Investor Relations, Adam Smith. Thank you all for attending today's meeting and for your continued support of the company. Operator, you may now adjourn the meeting.
Thank you. The meeting is now adjourned.
The host has ended this call.