Telecom tower operator Crown Castle has filed its preliminary proxy materials with the Securities and Exchange Commission (SEC) ahead of its annual meeting of stockholders, set to be held on May 22, 2024.

Crown Castle HQ
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In the filing, Crown Castle announced that the board has nominated 12 directors to stand for election at the Company’s Annual Meeting.

The company said that the nominees "comprise diverse individuals with executive and public-company board experience across a range of relevant backgrounds," including telecommunications, towers, fiber, real estate, and REIT, plus strategic planning, finance, M&A, and technology.

In an open letter to its shareholders, Crown Castle also addressed the public spat with co-founder Ted Miller, which has played out in recent weeks.

The company wrote that it seeks to "set the record straight regarding certain statements made by Ted Miller and Boots Capital Management, LLC."

"We remain focused on the comprehensive strategic and operating review of the fiber and small cell business, in conjunction with Morgan Stanley, BofA Securities, Paul, Weiss, and leading industry consultants," said the company, which added it's focused on finding its next CEO.

Jay Brown announced in December that he will retire from the company this year.

Crown Castle previously slammed Miller, calling him "self-serving" after Miller filed a lawsuit against the company's board and Elliott Investment Management.

Miller said he wants to invalidate the cooperation agreement between Crown Castle’s board of directors and Elliott Investment Management.

Miller, who co-founded Crown Castle in 1994, launched a proxy fight against the company, while outlining his vision to change the firm's strategy.

His most notable aim is to sell the firm's fiber assets, which he said could fetch as much as $15 billion.

In a 39-page plan that detailed Miller's vision at the company, he pointed out that back in 2013, the company owned 40,000 towers and employed 1,400 people. By comparison, today the company still owns around the same amount of towers, but employs more than 2,200 people, despite cutting 15 percent of its workforce.

Activist investor Elliott Investment Management has also previously been critical of Crown Castle's strategy, notably against some of the board and executives.

"Misleading to the market"

Crown Castle added: "Recently, Boots Capital and in particular one of its principals, Ted Miller, have publicly provided suggestions regarding our fiber and small cell business and the operations of our tower business. We believe a number of these statements are misleading to the market."

The company refuted several claims made by Miller and his investment vehicle Boots Capital Management, LLC.

One of Millers' claims against Crown Castle is that the company "continues to refuse to meaningfully engage with us or our value-enhancing proposal." In response to this, Crown Castle said it has met with Miller and Boots Capital representatives on several occasions.

Crown Castle
– Sebastian Moss

Another claim that Crown Castle addressed was around Miller's position as a founder of the business. Miller's claim is that he has “a special perch from which to drive a cultural and operational reawakening."

However, according to Crown Castle, Miller’s purported ownership of Crown Castle represents significantly less than half of one percent. The firm notes that Miller "is seeking to hand pick 33 percent of the company’s Board and secure 17 percent of the board for members of his family, including attempting to become executive chairman of the board."

Crown Castle also responded to a number of other claims made by Miller, relating to the sale of fiber assets. Miller, along with Boots Capital said it has put forward a detailed plan for a fiber sale that Crown Castle could use instead of “recreating the wheel."

In response to this, Crown Castle said "Boots Capital has provided no actionable proposal or introductions to any interested parties, but rather the outline of a theoretical transaction."

Miller has previously bemoaned the expertise of the current Crown Castle board. He had called it "unconscionable" that the current board has seven total years of tower industry operating experience.

Hitting back at these comments in its letter, Crown Castle said that four of its 12 board members have relevant experience, including current interim CEO Anthony Melone, formerly a senior executive at Verizon, and with more than 35 years of experience in the telecommunications industry. This included responsibility for managing infrastructure assets and more than 20,000 communications towers and more than 50,000 wireless cell sites.

Crown Castle concluded its open letter by stating that it does not endorse Boots Group’s nominees or its By-Laws proposal and "unanimously recommends shareholders discard any proxy materials from Boots Group."

Miller and Boots Capital Management put forward four board candidates, including Miller and his son-in-law, but this was rejected by Crown Castle officials.