Crown Castle Inc. (NYSE: CCI) announced yesterday it is “executing a comprehensive strategic and operating review of the fiber and small cell business, with the help of independent financial and legal advisors.” A statement released from the company said they have strengthened their Board with “proven executives who possess relevant experience and provide shareholder perspectives.” (see response from Ted Miller below)
Crown said it has filed proxy materials with the SEC in connection with its upcoming 2024 Annual Meeting of Shareholders scheduled for May 22, 2024, and is mailing a letter to the company’s shareholders.
The full text of the letter being mailed to shareholders follows:
“Dear Fellow Shareholders,
The Crown Castle Board of Directors and management team are taking decisive action to create a stronger and more valuable company.
We have appointed 25+ year tower industry veteran Steven Moskowitz as President and CEO, effective April 11, 2024, following a robust search process.
We are executing a comprehensive strategic and operating review of the fiber and small cell business, with the help of independent financial and legal advisors.
We have strengthened our Board with proven executives who possess relevant experience and provide shareholder perspectives.
Despite these recent actions, Ted Miller, along with Boots Capital Management, LLC, has continued his proxy contest to install himself as de facto chief executive of the company and appoint his son-in-law and two of his friends to the Board in place of four of the company’s highly qualified directors. We have engaged extensively with Mr. Miller (together with Boots Capital and other entities and persons affiliated or associated with Mr. Miller, collectively, “Boots Group”) over the last five months to better understand his views and discuss his proposals. During his 22-year absence from Crown Castle, Mr. Miller has neither been involved with the management of any other major industry participant nor has he gained industry-related experience that would be relevant for the Company’s opportunities and risks today. Furthermore, Mr. Miller’s campaign has relied on claims that do not hold up to examination. Mr. Miller has not presented any actionable new ideas that the company has not already considered or is not currently evaluating.
If successful in his proxy contest, we believe Mr. Miller’s lack of recent relevant experience coupled with his (in our view, misguided) certitude that only he is capable of running the company will negatively impact the ability of the company’s new CEO, Mr. Moskowitz, to exercise his leadership on critical operational and strategic initiatives and will jeopardize our ability to maximize shareholder value.”
The company urged shareholders to vote for all 13 of Crown Castle’s “qualified and experienced” director nominees: P. Robert Bartolo, Cindy Christy, Ari Q. Fitzgerald, Jason Genrich, Andrea J. Goldsmith, Tammy K. Jones, Kevin T. Kabat, Anthony J. Melone, Steven J. Moskowitz, Sunit S. Patel, Bradley E. Singer, Kevin A. Stephens and Matthew Thornton, III. Shareholders were encouraged to vote online, by telephone or by marking, signing, dating and returning a proxy card that was mailed to them.
