American Tower (NYSE: AMT) holders back 2026 equity plan and $1.79 dividend
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
American Tower Corporation reported results from its 2026 annual meeting and a new cash distribution. Stockholders approved the 2026 Equity Incentive Plan, which authorizes 12,000,000 new shares plus additional shares tied to expired, forfeited or remaining awards under the prior 2007 plan. Eleven directors were re-elected, executive compensation received advisory approval, and Deloitte & Touche LLP was ratified as independent auditor for 2026. The Board also declared a quarterly cash distribution of $1.79 per share, payable on July 13, 2026 to stockholders of record as of June 12, 2026.
Positive
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Negative
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Insights
American Tower gained shareholder backing for a sizeable new equity plan and maintained its regular cash distribution.
The approval of the 2026 Equity Incentive Plan adds capacity for 12,000,000 new shares, plus up to 1,778,230 additional shares from expiring or forfeited awards and any shares still available under the prior plan. This supports ongoing equity-based compensation for employees, executives and directors.
Shareholders also backed all eleven director nominees, endorsed executive pay on an advisory basis, and ratified Deloitte & Touche LLP as auditor for 2026, signaling broad support for governance and oversight. The Board’s $1.79 per-share cash distribution, payable on July 13, 2026 to holders of record on June 12, 2026, continues returning cash to stockholders alongside the equity-based incentives.
8-K Event Classification
4 items: 5.02, 5.07, 8.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Equity plan new shares: 12,000,000 shares
Additional shares from prior plan awards: 1,778,230 shares
Quarterly cash distribution: $1.79 per share
+4 more
7 metrics
Equity plan new shares
12,000,000 shares
Authorized under 2026 Equity Incentive Plan
Additional shares from prior plan awards
1,778,230 shares
Possible if prior 2007 plan awards expire or are forfeited
Quarterly cash distribution
$1.79 per share
Payable July 13, 2026 to holders of record June 12, 2026
Votes for 2026 Equity Plan
386,841,279 votes
Proposal 4 approval of 2026 Equity Incentive Plan
Votes for say-on-pay
377,995,948 votes
Advisory approval of executive compensation
Votes for auditor ratification
394,729,619 votes
Ratification of Deloitte & Touche LLP for 2026
Directors elected
11 directors
Board members elected at 2026 Annual Meeting
Key Terms
2026 Equity Incentive Plan, restricted stock units, performance-based restricted stock units, broker non-votes, +2 more
6 terms
2026 Equity Incentive Plan financial
"stockholders of the Company approved the American Tower Corporation 2026 Equity Incentive Plan"
restricted stock units financial
"forms of award agreement for grants of restricted stock units (“RSUs”) and performance-based"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock units financial
"Award Agreements for the RSUs and the PSUs are filed herewith as Exhibits"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
broker non-votes financial
"Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
forward-looking statements regulatory
"This press release contains “forward-looking statements” concerning the Company’s goals, beliefs, expectations"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): May 20, 2026
AMERICAN TOWER CORPORATION
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May 20, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of American Tower Corporation (the “Company”), the stockholders of the Company approved the American Tower Corporation 2026 Equity Incentive Plan (the “2026 Equity Plan”), which became effective as of such date. The Board of Directors (the “Board”) of the Company previously adopted the 2026 Equity Plan on March 5, 2026, subject to stockholder approval.
Under the 2026 Equity Plan, the Company may grant equity and equity-based awards, including options (including nonqualified stock options and incentive stock options), restricted stock, restricted stock units and other equity-based awards and cash awards, to employees, directors, consultants and advisors of the Company and its majority-owned subsidiaries. The 2026 Equity Plan will be administered by the Compensation and Human Capital Committee of the Board. Subject to adjustment as described therein, the 2026 Equity Plan authorizes the issuance of (i) 12,000,000 new shares of the Company’s common stock, (ii) up to 1,778,230 additional shares of the Company’s common stock if awards under the Company’s 2007 Equity Incentive Plan, as amended, (the “Prior Plan”) expire or otherwise terminate without having been exercised in full, or are forfeited due to failure to vest on or after May 20, 2026 and (iii) a number of shares of the Company’s common stock equal to the number of shares which remain available for issuance under the Prior Plan as of May 20, 2026.
The foregoing summary of the 2026 Equity Plan is qualified in its entirety by reference to the detailed summary of the 2026 Equity Plan set forth in the section titled “Proposal 4: Approval of American Tower Corporation 2026 Equity Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2026 (the “Proxy Statement”), which summary is incorporated herein by reference, and to the full text of the 2026 Equity Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Additionally, the Company adopted forms of award agreement (the “Award Agreements”) for grants of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) pursuant to the 2026 Equity Plan. Copies of the Award Agreements for the RSUs and the PSUs are filed herewith as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held virtually on May 20, 2026. At the Annual Meeting, the Company's stockholders elected eleven individuals to the Board and approved Proposals 2, 3 and 4. The proposals are described in more detail in the Company’s Proxy Statement.
The final results of the stockholder voting regarding each proposal were as follows:
1. Election of the following directors for the ensuing year and until his or her successor is elected and qualified.
| Nominee | Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||
| Steven O. Vondran | 402,194,387 | 906,744 | 663,162 | 22,957,998 | ||||||||||
| Kelly C. Chambliss | 400,281,459 | 2,821,988 | 660,846 | 22,957,998 | ||||||||||
| Teresa H. Clarke | 396,243,977 | 6,863,820 | 656,496 | 22,957,998 | ||||||||||
| Kenneth R. Frank | 382,538,289 | 19,806,788 | 1,419,216 | 22,957,998 | ||||||||||
| Rajesh Kalathur | 402,113,964 | 986,315 | 664,014 | 22,957,998 | ||||||||||
| Grace D. Lieblein | 391,274,170 | 11,830,476 | 659,647 | 22,957,998 | ||||||||||
| Craig Macnab | 398,528,374 | 4,569,694 | 666,225 | 22,957,998 | ||||||||||
| Neville R. Ray | 400,881,558 | 2,216,617 | 666,118 | 22,957,998 | ||||||||||
| Pamela D. A. Reeve | 382,100,785 | 20,502,822 | 1,160,686 | 22,957,998 | ||||||||||
| Eugene F. Reilly | 391,036,438 | 12,063,235 | 664,620 | 22,957,998 | ||||||||||
| Bruce L. Tanner | 399,958,316 | 3,139,503 | 666,474 | 22,957,998 | ||||||||||
2. Approval, on an advisory basis, of the Company’s executive compensation.
| Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 377,995,948 | 24,171,637 | 1,596,708 | 22,957,998 | ||||||||
3. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
| Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 394,729,619 | 31,840,527 | 152,145 | — | ||||||||
4. Approval of the American Tower Corporation 2026 Equity Incentive Plan.
| Votes Cast For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 386,841,279 | 15,883,799 | 1,039,215 | 22,957,998 | ||||||||
Item 8.01 Other Events.
On May 21, 2026, the Company issued a press release (the “Press Release”) announcing that the Board declared a cash distribution of $1.79 per share on shares of the Company’s common stock, payable on July 13, 2026 to the stockholders of record at the close of business on June 12, 2026.
A copy of the Press Release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 10.1 | American Tower Corporation 2026 Equity Incentive Plan. | |||||||
| 10.2 | Form of Notice of Grant of Restricted Stock Units and RSU Agreement (Employee / Time) Pursuant to the American Tower Corporation 2026 Equity Incentive Plan. | |||||||
| 10.3 | Form of Notice of Grant of Restricted Stock Units and RSU Agreement for Non-U.S. Participants (Employee / Time) Pursuant to the American Tower Corporation 2026 Equity Incentive Plan. | |||||||
| 10.4 | Form of Notice of Grant of Restricted Stock Units and RSU Agreement (Executive / Time) Pursuant to the American Tower Corporation 2026 Equity Incentive Plan. | |||||||
| 10.5 | Form of Notice of Grant of Restricted Stock Units and RSU Agreement (Non-Employee Director / Time) Pursuant to the American Tower Corporation 2026 Equity Incentive Plan. | |||||||
| 10.6 | Form of Notice of Grant of Performance-Based Restricted Stock Units and PSU Agreement (Executive / Performance) Pursuant to the American Tower Corporation 2026 Equity Incentive Plan. | |||||||
| 99.1 | Press Release, dated May 21, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN TOWER CORPORATION | |||||||||||
| (Registrant) | |||||||||||
| Date: | May 21, 2026 | By: | /s/ Rodney M. Smith | ||||||||
| Rodney M. Smith | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||
Exhibit 99.1
ATC Contact: Spencer Kurn
Senior Vice President, Investor Relations
Telephone: (617) 375-7517
AMERICAN TOWER CORPORATION DECLARES QUARTERLY DISTRIBUTION
Boston, Massachusetts — May 21, 2026 — American Tower Corporation (NYSE: AMT) announced that its Board of Directors has declared a quarterly cash distribution of $1.79 per share on shares of the Company’s common stock. The distribution is payable on July 13, 2026 to the stockholders of record at the close of business on June 12, 2026.
About American Tower
American Tower, one of the largest global REITs, is a leading independent owner, operator and developer of multitenant communications real estate with a portfolio of nearly 150,000 communications sites and a highly interconnected footprint of U.S. data center facilities. For more information about American Tower, please visit the “Earnings Materials” and “Investor Presentations” sections of our investor relations hub at www.americantower.com.
Cautionary Language Regarding Forward-Looking Statements
This press release contains “forward-looking statements” concerning the Company’s goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions and other statements that are not necessarily based on historical facts. Actual results may differ materially from those indicated in the Company’s forward-looking statements as a result of various factors, including those factors set forth under the caption “Risk Factors” in Item 1A of its most recent annual report on Form 10-K, and other risks described in documents the Company subsequently files from time to time with the Securities and Exchange Commission. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances.
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FAQ
How large is American Tower’s 2026 Equity Incentive Plan?
The 2026 Equity Incentive Plan authorizes 12,000,000 new shares of common stock, plus up to 1,778,230 additional shares if certain prior plan awards expire or are forfeited, and any shares that remained available for issuance under the 2007 Equity Incentive Plan as of May 20, 2026.
What dividend did American Tower (AMT) declare in May 2026?
American Tower’s Board declared a quarterly cash distribution of $1.79 per share on its common stock. The distribution is payable on July 13, 2026 to stockholders of record at the close of business on June 12, 2026, continuing regular cash returns to shareholders.
What types of awards can be granted under American Tower’s 2026 Equity Plan?
Under the 2026 Equity Plan, American Tower may grant options, restricted stock, restricted stock units, other equity-based awards and cash awards to employees, directors, consultants and advisors of the company and its majority-owned subsidiaries, administered by the Compensation and Human Capital Committee.