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NYSE: AMT AMERICAN TOWER CORP /MA/ 8-K

American Tower declares $1.79 quarterly dividend, approves 12M-share equity plan

Filed May 21, 2026 · Period ending May 20, 2026 · ~1 min read

5 key changes 2 sections

Key Changes

  • medium

    Board declared $1.79 per share quarterly cash distribution payable July 13, 2026 to shareholders of record June 12, 2026.

  • medium

    Shareholders approved 2026 Equity Incentive Plan authorizing 12 million new shares plus rollover shares from prior plan, representing potential dilution as awards vest over time.

  • low

    All eleven directors elected with 94.6%–99.6% support; Kenneth Frank and Pamela Reeve received lowest support at 94.7% and 94.6% respectively.

  • low

    Executive compensation approved with 93.6% support (377,995,948 for, 24,171,637 against, 1,596,708 abstained, 22,957,998 broker non-votes).

  • low

    Deloitte & Touche ratified as auditor with 92.5% support (394,729,619 for, 31,840,527 against, 152,145 abstained).

Summary

American Tower held its 2026 annual meeting on May 20, reporting routine governance outcomes and declaring its quarterly REIT distribution. The Board approved a $1.79 per share cash dividend payable July 13 to shareholders of record June 12, continuing the company's regular distribution schedule. Shareholders approved a new 2026 Equity Incentive Plan authorizing 12 million new shares for employee and director compensation, plus rollover capacity from the expiring 2007 plan (up to 1.78 million shares from forfeitures and any remaining authorization).

This represents incremental dilution as equity awards vest, though equity compensation is standard practice for tower REITs competing for talent in infrastructure markets. All governance proposals passed comfortably: directors elected with 94.6%–99.6% support, say-on-pay approved at 93.6%, and auditor ratification at 92.5%. The outcomes reflect normal shareholder alignment with management on compensation and board composition.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~500 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

2 Added
Added 2026 Equity Incentive Plan approval medium

Added in current filing · verify on EDGAR →

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.

Shareholders approved a new equity compensation plan at the annual meeting. The plan allows the company to grant stock options, restricted stock, restricted stock units, and other equity-based awards to employees, directors, consultants, and advisors. The plan became effective immediately upon approval.

Added Share authorization under 2026 Equity Plan medium

Added in current filing · verify on EDGAR →

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 plan authorizes 12 million new shares for equity awards, plus up to 1,778,230 additional shares from forfeited or expired awards under the prior 2007 plan, plus any shares remaining available under that prior plan. This represents potential dilution to existing shareholders as these equity awards vest and are exercised over time.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~300 words

AMT held its 2026 annual meeting, electing 11 directors and approving executive compensation, auditor ratification, and a new equity plan.

4 Added
Added 2026 Equity Incentive Plan medium

Added in current filing · verify on EDGAR →

Votes Cast ForVotes AgainstVotes AbstainedBroker Non-Votes 386,841,27915,883,7991,039,21522,957,998

The new 2026 Equity Incentive Plan was approved with 96.1% support (386,841,279 votes for vs. 15,883,799 against). This plan will govern future equity-based compensation grants to employees and directors.

Show 3 minor / wording changes
Added Director elections low

Added in current filing · verify on EDGAR →

NomineeVotes Cast ForVotes AgainstVotes AbstainedBroker Non-Votes Steven O. Vondran 402,194,387906,744663,16222,957,998 Kelly C. Chambliss 400,281,4592,821,988660,84622,957,998 Teresa H. Clarke 396,243,9776,863,820656,49622,957,998 Kenneth R. Frank 382,538,28919,806,7881,419,21622,957,998 Rajesh Kalathur 402,113,964986,315664,01422,957,998 Grace D. Lieblein 391,274,17011,830,476659,64722,957,998 Craig Macnab 398,528,3744,569,694666,22522,957,998 Neville R. Ray 400,881,5582,216,617666,11822,957,998 Pamela D. A. Reeve 382,100,78520,502,8221,160,68622,957,998 Eugene F. Reilly 391,036,43812,063,235664,62022,957,998 Bruce L. Tanner 399,958,3163,139,503666,47422,957,998

All eleven director nominees were elected. Support ranged from 94.7% to 99.6% of votes cast. Kenneth R. Frank and Pamela D. A. Reeve received the lowest support at 94.7% and 94.6% respectively, with opposition of 4.9% and 5.1% of votes cast. All other directors received over 96% support.

Added Say-on-pay vote low

Added in current filing · verify on EDGAR →

Votes Cast ForVotes AgainstVotes AbstainedBroker Non-Votes 377,995,94824,171,6371,596,70822,957,998

Executive compensation received advisory approval with 93.6% support (377,995,948 votes for vs. 24,171,637 against). Opposition of 6.0% of votes cast is within normal ranges for say-on-pay votes.

Added Auditor ratification low

Added in current filing · verify on EDGAR →

Votes Cast ForVotes AgainstVotes AbstainedBroker Non-Votes 394,729,61931,840,527152,145—

Shareholders ratified Deloitte & Touche LLP as the independent auditor for 2026 with 92.5% support (394,729,619 votes for vs. 31,840,527 against). The 7.5% opposition is elevated compared to typical auditor ratifications but the proposal passed comfortably.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify