AMERICAN TOWER CORP /MA/
For the period ended May 20, 2026. Filed Apr 8, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 8, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantx Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement. |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). |
| x | Definitive Proxy Statement. |
| ☐ | Definitive Additional Materials. |
| ☐ | Soliciting Material Pursuant to §240.14a-12. |
| AMERICAN TOWER CORPORATION | |
| (Name of Registrant as Specified in its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| x | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Letter From the Chief Executive Officer
Dear Stockholder:
It is my pleasure to invite you to American Tower Corporation’s 2026 Annual Meeting of Stockholders on Wednesday, May 20, 2026 at 11:00 a.m. Eastern Time. We will hold the Annual Meeting virtually through a live audio webcast. You will be able to attend the meeting by visitingwww.virtualshareholdermeeting.com/AMT2026. Please follow the instructions in this Proxy Statement to join the virtual Annual Meeting.
Included with this letter are the official notice of meeting; the Proxy Statement, which describes in detail the matters to be discussed and voted on at the meeting; and the form of proxy.
Your vote is important. You may vote your shares online; by telephone; by mail, if you received a paper copy of the proxy materials and follow the instructions on the proxy card or voting instruction card; or at the virtual meeting. If you vote by proxy prior to the meeting, you may withdraw your proxy and vote at the virtual meeting, if you wish to do so. Whether or not you plan to attend the meeting, I urge you to vote as soon as possible to ensure your shares will be represented at the meeting.
On behalf of the executive team and your Board of Directors, I thank you for your continued support.
Sincerely,
Steven O. Vondran
President and Chief Executive Officer
Letter From the Independent Chairperson of the Board
Dear Fellow Stockholders:
It is a privilege to serve as Chairperson of the Board at American Tower. On behalf of the Board, I thank our stockholders for their continued trust as we oversee the Company’s strategy and long‑term value creation.
Throughout 2025, the Board and management remained focused on supporting long‑term stockholder value bydriving sustainable revenue growth, enhancing operational efficiency, andmaintaining a disciplined capital allocation strategy.
Revenue growth in 2025 reflected the essential nature of our global tower and data center portfolio alongside rapid growth in data consumption. At the same time, management advanced initiatives to strengthen operating discipline, reinforce the scalability and predictability of the business, and deliver margin improvement. We globalized our finance and operations functions, driving process optimization and an increased focus on leveraging AI applications. The Board continued to oversee a balanced capital allocation framework, focused primarily on developed markets, to deliver reliable, high‑quality financial results through a range of market conditions.
Engagement with our investors continues to be a vital part of the Board’s oversight. During 2025, we maintained an active dialogue with stockholders on strategy, governance, executive compensation, and Board composition. These conversations provide valuable perspective and help ensure our governance practices remain aligned with stockholder expectations and long‑term interests.
Board refreshment and succession planning also remained key areas of focus. In August 2025, we welcomed Gene Reilly to the Board, who brings over 30 years of experience overseeing operations and strategy at a fellow REIT company, further strengthening the range of skills and experience supporting our oversight of the Company’s strategy. This addition reflects our ongoing commitment to thoughtful refreshment.
As further evidence of our disciplined approach to Board refreshment, over the past several years we have welcomed six new independent directors whose varied and complementary experiences have brought fresh perspectives to the Board as we advance the Company’s strategic priorities. During this same period, six directors have rotated off the Board, including Bob Hormats, who will not be standing for re‑election at this year’s Annual Meeting. We are deeply grateful to Bob for his many years of service and for the invaluable perspective he provided on public policy and international strategy.
Looking ahead to 2026, we expect our integrated portfolio of towers and data centers to increasingly place American Tower at the heart of the global digital infrastructure ecosystem. We believe our differentiated global scale, long-standing customer partnerships and financial strength position us well to benefit from accelerating demand across wireless, cloud, and AI while remaining focused on execution, capital allocation, and value creation for stockholders.
Thank you for your continued confidence in American Tower. Serving on behalf of our stockholders is a responsibility the Board and I take seriously, and we remain committed to overseeing a strategy that supports durable growth and long‑term success.
Sincerely,
Pamela D. A. Reeve
Independent Chairperson of the Board
Special Note About Forward-Looking Statements
In addition to historical information, this Proxy Statement contains “forward-looking statements” concerning our 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 our forward-looking statements as a result of various factors, including those factors set forth under the caption “Risk Factors” in Item 1A of our most recent annual report on Form 10-K, and other risks described in documents we subsequently file from time to time with the Securities and Exchange Commission (SEC). We undertake no obligation to update the information contained in this Proxy Statement to reflect subsequently occurring events or circumstances.
No Incorporation By Reference
This Proxy Statement includes several website addresses and references to additional materials and reports found on those websites. We have included such website addresses only as inactive textual references and do not intend them to be active links to such websites. These websites, materials and reports are not incorporated by reference herein.
Notice of 2026 Annual Meeting of Stockholders
| Date:Wednesday, May 20, 2026Time:11:00 a.m. Eastern TimeLive Audio Webcast at:www.virtualshareholdermeeting.com/AMT2026Record Date:March 23, 2026HOW YOU MAY VOTEYou may vote if you were a stockholder of record on March 23, 2026, the record date fixed by the Board of Directors. To ensure your shares are represented at the meeting, please vote as soon as possible by one of the following methods: | |
| Online | |
| By Telephone | |
| By Mail | |
| At the Virtual Meeting | |
| Whether or not you expect to attend the virtual Annual Meeting, please vote as soon as possible to ensure the representation of your shares at the Annual Meeting. You may vote your shares online, by telephone, by mail (as applicable) by following the instructions on the proxy card or voting instruction card, or at the virtual meeting.Materials will be made available on or about April 8, 2026. |
American Tower Corporation,
222 Berkeley Street, Boston,
Massachusetts 02116
AT THE ANNUAL MEETING YOU WILL BE ASKED TO:
| PROPOSAL 1Elect each of the 11 Directors for the ensuing year and until his or her successor is elected and qualified; | FOR each NomineePage 8 |
| PROPOSAL 2Approve, on an advisory basis, our executive compensation; | FORPage 39 |
| PROPOSAL 3Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2026; | FORPage 80 |
| PROPOSAL 4Approve the American Tower Corporation 2026 Equity Incentive Plan; and | FORPage 83 |
Transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
For more detailed information on voting, please see “How do I cast a vote?” in the “Questions & Answers” section beginning on page 93 of this Proxy Statement.
To sign up for electronic delivery, please visit www.proxyvote.com with your proxy card in hand, which contains your control number, and follow the instructions to indicate that you agree to receive or access proxy materials electronically in future years.
ATTENDING THE MEETING
We will hold the Annual Meeting virtually through a live audio webcast.
You will be able to attend the Annual Meeting online through a live audio webcast at www.virtualshareholdermeeting.com/AMT2026. You may log in with your 16-digit control number, included on your notice of internet availability of the proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials (if applicable). For more information, please see “How do I attend the Annual Meeting?” in the “Questions & Answers” section beginning on page 93 of this Proxy Statement.
The Annual Meeting will begin at approximately 11:00 a.m. Eastern Time, with registration beginning at 10:30 a.m., on Wednesday, May 20, 2026.
You will be able to vote and submit live questions during the Annual Meeting at www.virtualshareholdermeeting.com/AMT2026.
By order of the Board of Directors,
Ruth T. Dowling
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
Table of Contents
| ABOUT AMERICAN TOWER | I |
|---|---|
| PROXY STATEMENT SUMMARY | 1 |
| CORPORATE GOVERNANCE | 8 |
| PROPOSAL 1Election of Directors | 8 |
| Board Composition | 9 |
| Corporate Governance | 16 |
| Board of Directors | 18 |
| Board Leadership Structure | 18 |
| Selection of Directors and Board Refreshment | 19 |
| Director Independence | 22 |
| Annual Evaluation | 24 |
| Board Meetings | 25 |
| Board Committees | 26 |
| Executive Sessions | 28 |
| Director Onboarding, Continuing Education and Access to Employees | 29 |
| Process of Setting Director Compensation | 30 |
| Risk Oversight | 31 |
| Responsible Business at American Tower Corporation | 33 |
| Executive Succession Planning | 34 |
| Sustainability Framework and Highlights | 35 |
| Stockholder Outreach and Rights | 36 |
| Communications From Stockholders and Other Interested Parties | 37 |
| Approval of Related Party Transactions | 38 |
| Stock Ownership Guidelines | 38 |
| COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS | 39 |
| PROPOSAL 2Advisory Vote on Executive Compensation | 39 |
| Compensation Discussion and Analysis | 40 |
| Executive Summary | 41 |
| Overview of Our Compensation Program | 42 |
| Compensation Philosophy and Oversight | 48 |
| Compensation Determinations for 2025 | 51 |
| Other Compensation and Governance Practices and Policies | 58 |
|---|---|
| Compensation and Human Capital Committee Report | 62 |
| Executive Compensation Tables | 63 |
| Severance Program | 69 |
| CEO Pay Ratio | 72 |
| Pay Versus Performance | 73 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 77 |
| Security Ownership of Certain Beneficial Owners and Management | 78 |
| Delinquent Section 16(a) Reports | 79 |
| AUDIT MATTERS | 80 |
| PROPOSAL 3Ratification of Selection of Independent Registered Public Accounting Firm | 80 |
| Audit Committee Report | 81 |
| Independent Auditor Fees and Other Matters | 82 |
| EQUITY PLAN | 83 |
| PROPOSAL 4Approval of American Tower Corporation 2026 Equity Incentive Plan | 83 |
| Reasons to Vote for the Proposal | 83 |
| Material Terms of the 2026 Equity Plan | 87 |
| Summary of U.S. Tax Consequences of the 2026 Equity Plan | 91 |
| QUESTIONS & ANSWERS | 93 |
| ADDITIONAL INFORMATION | 97 |
| Proposals of Stockholders | 97 |
| Proxy Access | 97 |
| Householding of Annual Meeting Materials | 98 |
| ANNEX A | 99 |
| American Tower Corporation 2026 Equity Incentive Plan | 99 |
| APPENDIX A | A-1 |
| Definitions, Reconciliations to Measures Under GAAP and Calculation of Defined Measures | A-1 |
| Reconciliations to Historical Results | A-4 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.