Document

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): August 13, 2020

Crown Castle International Corp.

(Exact name of registrant as specified in its charter)




Delaware	001-16441	76-0470458
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1220 Augusta Drive, Suite 600, Houston, Texas 77057-2261

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 570-3000

(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))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CCI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

(b) On August 13, 2020, Crown Castle International Corp. (“Company”) was notified by James D. Young, age 59, its Executive Vice President and Chief Operating Officer - Fiber, that he desires to retire from the Company, following more than 14 years with the Company in various executive officer positions. Mr. Young has agreed to remain with the Company through February 13, 2021 in order to assist Crown Castle with various matters, including the transition of his successor. The Company is conducting a search to identify qualified candidates, from both external and internal sources, to fill the Executive Vice President and Chief Operating Officer - Fiber role. In connection with his retirement, Mr. Young will be eligible to receive benefits under the Company’s Amended and Restated Extended Service Separation Program, a copy of which is filed as Exhibit 10.2 to the Company’s Form 10-Q for the period ended June 30, 2018.

ITEM 7.01 — REGULATION FD DISCLOSURE

On August 13, 2020, the Company issued a press release announcing Mr. Young’s retirement. The August 13, 2020 press release is furnished herewith as Exhibit 99.1.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Index



Exhibit No.		Description
99.1		Press Release dated August 13, 2020
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

The information in Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

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.




CROWN CASTLE INTERNATIONAL CORP.
By:	/s/ Kenneth J. Simon
	Name:	Kenneth J. Simon
	Title:	Executive Vice President and General Counsel

Date: August 13, 2020

Exhibit 99.1



		NEWS RELEASE August 13, 2020



	Contacts: Dan Schlanger, CFO
	Ben Lowe,VP & Treasurer
FOR IMMEDIATE RELEASE	Crown Castle International Corp.
	713-570-3050

CROWN CASTLE ANNOUNCES CHIEF OPERATING

OFFICER TRANSITION PLAN

August 13, 2020 - HOUSTON, TEXAS - Crown Castle International Corp. (NYSE: CCI) ("Crown Castle") announced today that James D. Young, Executive Vice President and Chief Operating Officer - Fiber, plans to retire from Crown Castle following more than 14 years with the company in various executive officer positions. Mr. Young has agreed to remain with Crown Castle through February 2021 in order to assist with various matters, including the transition of his successor. Crown Castle has engaged a nationally recognized search firm to assist with its efforts to conduct a search to identify qualified candidates, from both external and internal sources, to fill the Executive Vice President and Chief Operating Officer - Fiber role.

“I want to thank Jim for his lasting contributions to Crown Castle over the last 14 years,” said Jay Brown, Crown Castle’s Chief Executive Officer. “His skills and leadership helped Crown Castle successfully scale to become one of the leading U.S. tower operators. More recently, Jim had a pivotal role in establishing Crown Castle as a leading small cell and fiber solutions provider, including leading the integration efforts over the last several years, which has positioned Crown Castle to generate growth in dividends per share for years to come.”

“It is with both excitement and some sadness that I am retiring from Crown Castle,” said Mr. Young. “I am thrilled with the growth of the company into the leading provider of communications infrastructure in the U.S. I have especially enjoyed working with the talented and dedicated people at Crown Castle throughout my career, and I want to thank them for their support, guidance and hard work. I look forward to helping my successor transition into the role, and I believe Crown Castle is in a great position to build on its history of delivering value to its customers and shareholders.”

ABOUT CROWN CASTLE

Crown Castle owns, operates and leases more than 40,000 cell towers and approximately 80,000 route miles of fiber supporting small cells and fiber solutions across every major U.S. market. This nationwide portfolio of communications infrastructure connects cities and communities to essential data, technology and wireless service - bringing information, ideas and innovations to the people and businesses that need them. For more information on Crown Castle, please visit www.crowncastle.com.

CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements that are based on Crown Castle management’s current expectations. Such statements include plans, projections and estimates regarding Crown Castle’s strategic position, dividend per share growth, and long-term prospects. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect Crown Castle and its results is included in Crown Castle’s filings with the SEC. The term “including,” and any variation thereof, means “including, without limitation.”

Cover Page DEI Document	Aug. 13, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 13, 2020
Entity Registrant Name	Crown Castle International Corp
Entity Incorporation, State or Country Code	DE
Entity File Number	001-16441
Entity Tax Identification Number	76-0470458
Entity Address, Address Line One	1220 Augusta Drive
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77057-2261
City Area Code	713
Local Phone Number	570-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001051470
Amendment Flag	false
New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	CCI
Security Exchange Name	NYSE

Cover Page DEI Document