Crown Castle International Corp. (NYSE:CCI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Crown Castle International Corp. (NYSE:CCI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS

(e) 2017 EMT Annual Incentive Plan. On February16, 2017,
the Board of Directors (Board) of Crown Castle International
Corp. (Company), upon recommendation from the Compensation
Committee of the Board, approved the Crown Castle 2017 EMT Annual
Incentive Plan (2017 Incentive Plan) for the Companys executive
management team (EMT), including Jay A. Brown (the Companys
current President and Chief Executive Officer) and the Companys
other executive officers. The 2017 Incentive Plan is intended to
provide incentives to members of the Companys EMT in the form of
cash payments for achieving certain performance goals established
under the 2017 Incentive Plan. Under the 2017 Incentive Plan,
each eligible participant has an assigned target incentive level,
expressed as a percentage of base salary. Depending on the
achievement of specified levels of corporate financial
performance goals, each eligible participant may earn a portion
or multiple of the target incentive. The Boards approval of the
2017 Incentive Plan does not create a guarantee of an incentive
award to any eligible participant, and the Compensation Committee
retains discretion to discontinue or amend the 2017 Incentive
Plan at any time. A copy of the 2017 Incentive Plan is filed as
Exhibit 10.1 to this Form 8-K.

Executive Officer Compensation. On February16, 2017, the
Board, upon recommendation from the Compensation Committee,
approved the following base salaries, annual incentives and
grants of restricted stock units (RSUs) with respect to the
following persons:

Name and Principal Position

BaseSalary($)(1) Annual Incentive ($) Time RSUs (Units) Performance RSUs (Units)

Jay A. Brown President and Chief Executive Officer

$ 825,000 $ 1,101,039 24,171 85,815

W. Benjamin Moreland Executive Vice Chairman

$ 492,000 $ 1,364,119 13,381 47,507

Daniel K. Schlanger(2) Senior Vice President and
Chief Financial Officer

$ 515,000 $ 584,949 8,508 30,207

James D. Young Senior Vice President and Chief Operating
Officer

$ 577,250 $ 718,704 11,795 41,877

Kenneth J. Simon Senior Vice President and General Counsel

$ 540,750 $ 631,201 8,701 30,893

Patrick Slowey(3)
Forrmer Senior Vice President and Chief Commercial Officer

$ 464,620 $ 590,628 4,834 17,163
(1) Annual salary changes are generally approved in February of
each year and generally go into effect approximately the
following March 1. As such, the base salaries shown in the
table generally reflect base salary payable from
approximately March1, 2017 through February28, 2018.
(2) As previously disclosed, Mr.Schlanger joined the Company as
Senior Vice President effective April1, 2016 and became the
Companys Senior Vice President and Chief Financial Officer on
June1, 2016.
(3) As previously disclosed, Mr.Slowey retired from the position
of Senior Vice President and Chief Commercial Officer,
following more than 16 years with the Company, on January1,
2017 and is no longer an executive officer. Mr.Slowey has
agreed to remain as an employee with the Company in an
advisory capacity in order to assist the Company on various
matters, including the transition of his successor.

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Each RSU shown in the table above is issued to the Companys 2013
Long-Term Incentive Plan and represents a contingent right to
receive one share of common stock of the Company (Common Stock);
vesting (i.e., forfeiture restriction termination) with respect
to each RSU generally is subject to (1)the executive officer
remaining an employee or director of the Company or its
affiliates and (2)the other applicable vesting criteria described
below.

The terms of the 2017 Time RSUs shown in the table above provide
that 33 1/3% of such Time RSUs vest on February19 of each of
2018, 2019 and 2020.

The terms of the 2017 Performance RSUs shown in the table above
provide that 0% to 50% of the Performance RSUs vest on
February19, 2020 based upon the Companys total stockholder return
(TSR) performance ranking (TSR Rank) relative to a peer group of
companies approved by the Board (TSR Peer Group) for the three
year period ending February16, 2020 (Period).* If the TSR Rank is
at the 30th percentile
or more up to the 55th
percentile, then 33.34% to 66.67% of the Performance RSUs vest on
a pro rata basis based upon the level of the TSR Rank (i.e.,
approximately an additional 1.3336% of the units vest for each
1.0 percentile increase in the TSR Rank above the 30th percentile up to the
55th percentile), with
66.67% of the Performance RSUs vesting at the 55th percentile. If the TSR Rank is
at the 55th percentile
or more, then 66.67% to 50% of the Performance RSUs vest on a pro
rata basis based upon the level of the TSR Rank (i.e.,
approximately an additional 0.95229% of the units vest for each
1.0 percentile increase in the TSR Rank above the 55th percentile up to the
90th percentile (or
above)), with 50% of the units vesting at or above the
90th percentile.
However, if the TSR is negative for the Period and the TSR Rank
is at or above the 30th
percentile, the percentage of units which vest shall be 33.34%.
If the TSR Rank is below the 30th percentile, 50% of the
Performance RSUs will be forfeited.

A form of the standard Restricted Stock Units Agreement generally
used for the Companys 2013 Long-Term Incentive Plan is filed as
Exhibit 10.2 to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on February24, 2016.

* The Compensation Committee has the authority to interpret and
determine the application and calculation of matters relating
to the determination of TSR and TSR Rank and to make
adjustments it deems appropriate to reflect changes in (1)the
Common Stock, including as a result of any stock split or
consolidation, stock dividend, recapitalization, merger,
reorganization, or other relevant distribution or change in
capitalization, or (2)the TSR Peer Group, including as a
result of any TSR Peer Group company becoming bankrupt, being
acquired, disposing of a material portion of its assets,
being delisted from a stock exchange, or splitting its common
stock (or other change to such companys stock or
capitalization).

Non-employee Director Equity Compensation. On February16,
2017, the Board also approved an annual equity grant of shares of
Common Stock to the non-employee directors of the Board. A
summary of the current components of compensation for
non-employee
members of the Board, including the equity grants approved on
February16, 2017, is filed herewith as Exhibit 10.2 to this Form
8-K.

As used in this
Form 8-K, the term including and any variation thereof, means
including without limitation.

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ITEM9.01
FINANCIAL STATEMENTS AND EXHIBITS

(c)
Exhibits

Exhibit

No.

Description

10.1 2017 Executive Management Team Annual Incentive Plan
10.2 Summary of Non-Employee Director Compensation

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Crown Castle International Corp. (NYSE:CCI) Recent Trading Information

Crown Castle International Corp. (NYSE:CCI) closed its last trading session up +0.68 at 91.26 with 1,865,059 shares trading hands.