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): March 9, 2016 | |||
AMERICAN TOWER CORPORATION | |||
(Exact Name of Registrant as Specified in Charter) | |||
Delaware | 001-14195 | 65-0723837 | |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
116 Huntington Avenue | |||
Boston, Massachusetts 02116 | |||
(Address of Principal Executive Offices) (Zip Code) | |||
(617) 375-7500 | |||
(Registrant's telephone number, including area code) | |||
Not Applicable | |||
(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)) | ||
Exhibit No. | Description | ||
10.1 | Form of Notice of Grant of Restricted Stock Units and RSU Agreement (U.S. Employee) (Non-Employee Director) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan. | ||
10.2 | Form of Notice of Grant of Performance-Based Restricted Stock Units and PSU Agreement (U.S. Employee) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan. | ||
99.1 | Press Release, dated March 9, 2016. |
AMERICAN TOWER CORPORATION | |||
(Registrant) | |||
Date: | March 9, 2016 | By: | /s/ Thomas A. Bartlett |
Thomas A. Bartlett | |||
Executive Vice President and Chief Financial Officer |
Exhibit No. | Description | ||
10.1 | Form of Notice of Grant of Restricted Stock Units and RSU Agreement (U.S. Employee) (Non-Employee Director) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan. | ||
10.2 | Form of Notice of Grant of Performance-Based Restricted Stock Units and PSU Agreement (U.S. Employee) Pursuant to the American Tower Corporation 2007 Equity Incentive Plan. | ||
99.1 | Press Release, dated March 9, 2016. |
American Tower Corporation Notice of Grant of Restricted Stock Units and RSU Agreement (U.S. Employee / Time) (Non-Employee Director) | American Tower Corporation ID: 65-0723837 116 Huntington Ave Boston, MA 02116 |
Administrator 116 Huntington Avenue 11th Floor Boston MA United States 02116 | Participant Name: RSU Number: Plan: ID: |
Date of Grant: | , 20 | |||
Number of Shares: |
American Tower Corporation | Date |
Participant | Date |
American Tower Corporation Notice of Grant of Performance-Based Restricted Stock Units and PSU Agreement (U.S. Employee / Time) ([Position]) | American Tower Corporation ID: 65-0723837 116 Huntington Ave Boston, MA 02116 |
Administrator 116 Huntington Avenue 11th Floor Boston MA United States 02116 | Participant Name: PSU Number: Plan: ID: |
Date of Grant: | , 20 | |||||
Performance Period: | January 1, 20 | to | December 31, 20 | |||
Target Award: | ||||||
Scheduled Vesting Date: |
American Tower Corporation | Date |
Participant | Date |
(ii) | Subject to Sections 7 and 8 herein, in the event of (a) Disability, (b) death or (c) termination of your employment with the Company and its Affiliates due to a Qualified Retirement (each, a “Separation Event”) occurring during the Performance Period, a number of PSUs determined by multiplying (x) the full number of PSUs that would have vested on the Scheduled Vesting Date, as determined pursuant to Section 3(i) or 3(ii), as applicable, of this Agreement, by (y) a fraction, the numerator of which is the number of complete months during the Performance Period prior to the Separation Event and the denominator of which is thirty-six (36), will vest on the Scheduled Vesting Date. The Company will deliver to you or your legal representative the number of shares of Stock underlying such vested PSUs within sixty (60) days following the Scheduled Vesting Date; provided, however, if you are a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i) or any successor provision, on the date of your Qualified Retirement, then, irrespective of any other provision contained in this Agreement, any shares vesting pursuant to a Qualified Retirement shall be delivered on the first day of the seventh month following the date of your (i) Qualified Retirement or, if earlier (ii) the date of your death. |
(iii) | Subject to Sections 7 and 8 herein, in the event of Qualifying Termination (including a termination by you for Good Reason if the Good Reason condition occurs within two years following the Change of Control and the notice and remedy provisions relating to the Good Reason set forth in the Severance Plan are, or are not, as applicable, satisfied) occurring within fourteen (14) days prior to a Change of Control or two (2) years following a Change of Control, a |
(iv) | For purposes of this Agreement: |
(1) | “Change of Control” and “Qualifying Termination” shall have the meanings set forth in the Severance Policy – Executive Vice Presidents and Chief Executive Officer under the American Tower Corporation Severance Plan, as amended from time to time (together, the “Severance Plan”). A Qualifying Termination does not include termination of your employment if you are eligible for Qualified Retirement at the time of such termination. |
(2) | “Qualified Retirement” shall mean that (a) you have a combined age and years of service with the Company and its Affiliates of at least 65 years, provided further that you must (I) be at least 55 years old and (II) have a minimum of five years of service with the Company and its Affiliates, (b) you experience a “separation from service” within the meaning set forth in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and (c) you execute a release containing non-compete, non-solicitation and non-disparagement provisions in a form and with the content satisfactory to the Company. |
(3) | “Disability” shall have the meaning set forth in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. |
(v) | Authorized leave of absence or absence on military or government service shall not constitute termination of your employment for this purpose so long as either (a) such absence is for a period of no more than 90 calendar days or (b) your right to re-employment after such absence is guaranteed either by statute or by contract. |
AFFO per Share(1) (70% Weighting) | Cumulative Growth | ||
Threshold (50% payout) | $ | ||
Target (100% payout) | $ | ||
Maximum (200% payout) | $ | ||
ROIC(1) (30% Weighting) | 3 Year Average | ||
Threshold (50% payout) | % | ||
Target (100% payout) | % | ||
Maximum (200% payout) | % | ||
(1) No adjustment for acquisition or foreign currency fluctuations. | |||
Payout for performance between Threshold, Target and Maximum is interpolated on a straight-line basis. |