HOUSTON - Crown Castle Inc. (NYSE: NYSE:CCI), a leading provider of wireless infrastructure, is challenging a lawsuit brought by investor Ted Miller and Boots Capital Management, calling it baseless and self-serving. The dispute arises amid Miller's push for significant changes within the company, including his own appointment as executive chairman and the addition of his nominees to the board.
The company, which operates over 40,000 cell towers and approximately 90,000 route miles of fiber, has been under pressure from Miller, who owns less than 1% of Crown Castle's shares, to overhaul its board and management. Miller's proposed changes include the appointment of himself and three of his chosen candidates to the board, one of whom is his son-in-law, and his installation as a paid executive.
Crown Castle contends that Miller's actions are designed to serve his own interests rather than those of the company or its shareholders. The company also states that Miller's lawsuit aims to obstruct the ongoing search for a new CEO and the strategic review of its fiber business.
In response to a recent court decision in West Palm Beach Firefighters’ Pension Fund v. Moelis (NYSE:MC) & Co., Crown Castle and Elliott Management Corp. amended their Cooperation Agreement on March 4, 2024.
The amendments include clarifying the board's power to change its recommendation on director nominees, removing limitations on the size of certain committees, and ensuring Elliott's shares will vote pro rata with other stockholders.
Crown Castle maintains that the board, which comprises 12 directors with 11 being independent, values feedback from all shareholders and incorporates it into strategic reviews aimed at enhancing long-term value. The company suggests that Miller's litigation and proxy fight are primarily focused on advancing his personal agenda.
This ongoing dispute comes at a time when Crown Castle is focused on capitalizing on growth opportunities in the communications infrastructure industry. The company's statement is based on a press release and aims to provide clarity on the current situation to its stakeholders.
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