Glass Lewis Concludes Boots Capital Presents a
"Compelling Case" for Change
Recommends Shareholders Elect Ted. B. Miller
and Charles C. Green to Replace
Crown Castle's Long-Tenured Incumbent Directors Cindy Christy and Ari
Fitzgerald
Boots Capital Urges Shareholders to Vote the
GOLD Proxy Card "FOR" Boots Capital's Four Highly
Qualified Director Nominees and "WITHHOLD" on ALL Crown
Castle Nominees
HOUSTON, May 14, 2024
/PRNewswire/ -- Boots Capital Management, LLC ("Boots Capital"), an
investment vehicle led by Ted B.
Miller, co-founder and former Chief Executive Officer of
Crown Castle Inc., (NYSE: CCI) ("Crown Castle" or the "Company"),
today announced that Glass Lewis & Co. ("Glass Lewis"), a
leading independent proxy advisory firm, has recommended that Crown
Castle shareholders vote on Boots Capital's GOLD proxy card
"FOR" the election of Boots Capital nominees Ted B. Miller and Charles C. Green, and "WITHOLD" from
Crown Castle's nominees Cindy
Christy and Ari Fitzgerald in
connection with Crown Castle's Annual Meeting to be held on
May 22, 2024.
In its report, Glass Lewis concluded that Boots Capital has "put
forth a credible slate of nominees, as well as reasonable
suggestions for the Company that we believe should earnestly
warrant greater consideration by the Board" and there is "room for
improvement at the Board level" at Crown Castle.
Ted Miller commented, "We are
pleased that Glass Lewis agrees that new leadership is needed on
the Crown Castle Board to add meaningful tower company operating
experience and help restore value for all shareholders. Glass
Lewis's recommendation for the election of two of our nominees
supports our belief that Crown Castle's Board should be held
accountable for years of value destruction, significant
underperformance relative to its peers and poor decision making
over the last decade.
"While Glass Lewis has recognized our nominees have the
operational expertise, plan, tower industry experience, and
leadership skills to restore value at Crown Castle, we continue to
believe that the election of our four nominees is ideal to effect
the changes that Glass Lewis agrees are needed at Crown Castle.
Shareholders deserve a more capable Board with a detailed plan that
will help restore credibility, leadership, and operational
excellence to Crown Castle and create long-term value."
In making its recommendation "FOR" Boots Capital's nominees,
Glass Lewis* noted the following:
- "We believe shareholders should support the election of
Dissident Nominees Miller and Green, both of whom are former
executives of the Company and appear to us to have extensive
operational and execution experience in the tower industry…
Accordingly, we recommend that shareholders vote on the Dissident
Group's GOLD proxy card."
With respect to Ted B. Miller and
Charles C. Green, Glass Lewis
stated:
- "In our view, Messrs. Miller and Green have been deeply
enmeshed in the tower industry throughout their careers, and we
believe this experience could be particularly beneficial to the
Company at a time when the prevailing market view is that the
Company should look to move away from its fiber business and focus
more on its tower business."
With respect to Crown Castle Board's nominees, Glass Lewis
said:
- "One-third of the Company's board still comprises
long-tenured directors who we believe bear the responsibility for
overseeing the Company's extended period of underperformance
and concerning governance missteps."
To ensure the election of Ted B.
Miller, Charles C. Green,
David P. Wheeler, and Tripp H. Rice, it is essential that all Crown
Castle shareholders vote the GOLD proxy card "FOR"
Boots Capital's highly qualified director nominees – Ted Miller, Charles
Green, David Wheeler, and
Tripp Rice – and "WITHHOLD"
on ALL Crown Castle nominees.
As Crown Castle's Annual Meeting is less than two weeks away, it
is important that shareholders vote TODAY. Every vote is important.
Shareholders must submit their vote no later than May 21, 2024, at 11:59pm
ET.
If you have any questions about how to vote your shares, please
contact our proxy solicitor, Morrow Sodali, by telephone
1-800-662-5200 or 203-658-9400 or email at
Boots@info.morrowsodali.com.
For more information, including voting instructions, visit our
website www.RebootCrownCastle.com.
*Boots Capital has neither sought nor obtained consent from
Glass Lewis to use previously published information or quotations
in this press release.
INVESTOR AND MEDIA CONTACTS
Investors:
Morrow Sodali LLC
Paul Schulman/William Dooley/Jonathan
Eyl
By Phone: 1-800-662-5200 or 203-658-9400
By Email: Boots@info.morrowsodali.com
Media:
Jonathan Gasthalter/Nathaniel Garnick/Grace
Cartwright
Gasthalter & Co.
By Phone: 212-257-4170
By Email: bootscapital@gasthalter.com
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
The information herein contains "forward-looking statements."
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as "may," "will,"
"expects," "believes," "anticipates," "plans," "estimates,"
"projects," "potential," "targets," "forecasts," "seeks," "could,"
"should" or the negative of such terms or other variations on such
terms or comparable terminology. Similarly, statements that
describe the Participants' (as defined below) objectives, plans or
goals are forward-looking. Forward-looking statements are subject
to various risks and uncertainties and assumptions. There can be no
assurance that any idea or assumption herein is, or will be proven,
correct. If one or more of the risks or uncertainties materialize,
or if the underlying assumptions of Boots Capital (as defined
below) or any of the other Participants in the proxy solicitation
described herein prove to be incorrect, the actual results may vary
materially from outcomes indicated by these statements.
Accordingly, forward-looking statements should not be regarded as a
representation by Boots Capital or the other Participants that the
future plans, estimates or expectations contemplated will ever be
achieved. You should not rely upon forward-looking statements as a
prediction of actual results and actual results may vary materially
from what is expressed in or indicated by the forward-looking
statements. Except to the extent required by applicable law,
neither Boots Capital nor any Participant will undertake and
specifically declines any obligation to disclose the results of any
revisions that may be made to any projected results or
forward-looking statements herein to reflect events or
circumstances after the date of such projected results or
statements or to reflect the occurrence of anticipated or
unanticipated events.
Certain statements and information included herein have been
sourced from third parties. Boots Capital and the other
Participants do not make any representations regarding the
accuracy, completeness or timeliness of such third party statements
or information. Except as may be expressly set forth herein,
permission to cite such statements or information has neither been
sought nor obtained from such third parties. Any such statements or
information should not be viewed as an indication of support from
such third parties for the views expressed herein.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
The participants in the proxy solicitation are Boots Parallel 1,
LP, Boots, LP, Boots Capital Management, LLC ("Boots Capital"),
Boots GP, LLC, 4M Management
Partners, LLC, 4M Investments, LLC,
WRCB, L.P., Theodore B. Miller, Jr.
and Tripp H. Rice (collectively, the
"Boots Parties"); and Charles Campbell
Green III and David P.
Wheeler (together with Mr. Miller and Mr. Rice, the "Boots
Nominees," and together with the Boots Parties, the
"Participants").
Boots Capital and the other Participants have filed a definitive
proxy statement and accompanying GOLD proxy card (the "Definitive
Proxy Statement") with the Securities and Exchange Commission (the
"SEC") on April 22, 2024 to be used
to solicit proxies for, among other matters, the election of its
slate of director nominees at the 2024 annual meeting of
stockholders of Crown Castle Inc., a Delaware corporation ("Crown Castle" or the
"Corporation").
IMPORTANT INFORMATION AND WHERE TO FIND IT
BOOTS CAPITAL STRONGLY ADVISES ALL STOCKHOLDERS OF CROWN CASTLE
TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR
SUPPLEMENTS TO SUCH DEFINITIVE PROXY STATEMENT, AND OTHER PROXY
MATERIALS FILED BY BOOTS CAPITAL AS THEY CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE
SEC'S WEBSITE AT WWW.SEC.GOV AND AT BOOTS CAPITAL'S WEBSITE AT
WWW.REBOOTCROWNCASTLE.COM. THE DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE
CORPORATION'S STOCKHOLDERS. STOCKHOLDERS MAY ALSO DIRECT A REQUEST
TO THE PARTICIPANTS' PROXY SOLICITOR, MORROW SODALI LLC, 430 PARK
AVE., 14TH FLOOR, NEW YORK, NEW
YORK 10022 (STOCKHOLDERS CAN CALL TOLL-FREE: (800)
662-5200).
Information about the Participants and a description of their
direct or indirect interests by security holdings or otherwise can
be found in the Definitive Proxy Statement.
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SOURCE Boots Capital Management, LLC